Combat Ready
by AuthorOfTheUniverse2401
Summary: Penny Polendina is the first artificial life form capable of producing an Aura. She has a loving father in Dr. Marion Polendina and a great teacher in General Ironwood. But ever since she first woke up, something has been stirring in her memory banks. She remembers something from what her father calls a "past life." Something about getting tangled in strings...(Published before V7)
1. Prologue: Divine Power

**Edit 11/03/2019: Fixed some grammatical mistakes and made some general edits to make the writing more concise.**

* * *

"Doctor."

The Mad Genius of Atlas did not even acknowledge the man addressing him, instead choosing to continue watching his screen like it held the answer to all of life's questions and none of them were to his liking.

Most people might be put off by how distracted Dr. Marion Polendina seemed. General James Ironwood was thankfully a patient man, contrary to what some might insist. He didn't need to take in the scientist's wrinkled lab coat and disheveled greasy hair to know that he was upset. Nor did he need to look at the scientist's computer screen to know what he was upset about. Because while he didn't show it outright, General Ironwood was deeply saddened by the very same thing.

"General," Dr. Polendina finally responded. He gave a small, humorless laugh. "Just need a priest and we can walk into a bar."

They remained still for some time, the only sound being the clashing of metal coming from the video on the computer.

Dr. Polendina paused the video and turned around in his chair. Now that they were facing each other, Ironwood was able to see more details that announced Marion's misery to the world. His green eyes were reddened from a combination of tears and forcing himself to stay awake. His beard was scraggly and unkempt. His hair stuck to his balding head and Ironwood was willing to bet that were he a little closer, the man would smell almost as bad as he looked.

"Beacon has fallen," Marion said, his voice rough and dry. It was an affirmation of fact, not a question.

"That's putting it mildly," Ironwood replied. In his mind, he could still hear the cacophony of that night like it was happening that very second. The howls and snarls of various Grimm. The gunfire from both students and his own rogue machines. As a military man, Ironwood had become accustomed to such noises, but that didn't mean he wasn't haunted by them from time to time.

One sound in particular was at the forefront of his mind at the moment: the screams of horror after a girl was ripped apart by the strings of her own weapons.

"I thought you should know that I'm closing Atlas's borders effective immediately," Ironwood continued. "It will take some time, but as soon as the rest of our fleet returns from other parts of the world, nothing will get in or out without my say-so."

"Do you think that wise?" Marion asked. "Suspicions are high enough as it is. Shutting ourselves away from the rest of the world will only make them hate us more." It didn't matter that the strange woman had lied to the whole world about Atlas's attempts to infiltrate Vale. When forced to bear witness to a tragedy, the scientist mused, anyone could be made to believe anything. And that was all his daughter's death had been: a prop to be used to make a political statement that meant nothing.

"The enemy infiltrated Vale from within," Ironwood said. "They won't be able to do the same to Atlas if they can't get past the border."

Marion nodded absently. It didn't really matter if he agreed with the general or not. Once James Ironwood set his mind to something, it was damn near impossible to get him to change his course.

Ironwood steeled himself for what he was about to say next. "There's… no easy way to put this, Doctor." He paused, making sure he had the scientist's undivided attention. "We brought her remains back with us."

Once again, they remained in silence. Then Marion turned back around and stared at the computer screen.

"Doctor, I know this can't be easy for you," Ironwood said.

"You seem to be taking Ozpin's death remarkably well," Marion said.

Ironwood's frown deepened. "Don't change the subject."

"You two were close friends and yet you barely seem affected by his passing," Marion said. "Sometimes I wonder if you even have a heart."

"Don't you want to see her?" Ironwood asked. "She's your daughter."

"My daughter is _dead_!" shouted Marion, followed by loud coughing. He took a deep breath and continued in barely a whisper. "What you brought back is nothing but a pile of scrap metal wearing her face."

Ironwood stared at the back of Marion's chair, noticing how the man was shaking like a leaf. Deciding that being polite was getting him nowhere, the general stepped forward and turned the scientist's chair to face him. Dr. Polendina would not even meet his eyes.

"Marion," Ironwood said. "You are in a unique position. You have an opportunity that few people have: you can _salvage_ something from all this." He paused, unsure if he should voice what he was thinking. "There's a chance you can salvage _her._"

Marion slowly raised his gaze to meet Ironwood's. "You attribute divine power to me, General. You're asking me to bring the dead back to life."

"Penny Polendina is unique," Ironwood reasoned, intentionally speaking of the girl in the present tense. "It is no exaggeration to say that there is _nothing_ in the world like her. She's only in pieces. You might be able to put her back together. And if there is even a one percent chance you can bring her back, then you owe it to yourself to try."

And there it was. Just as Ironwood predicted, a spark of hope had emerged in his friend's eyes. It did little to help the man's disheveled appearance, but it was a start.

Marion turned his chair back around. "I only promise to try, James. Nothing more."

"That's all I ask for," Ironwood replied, turning around and leaving. "I expect to see you working in your lab by tomorrow morning."

Dr. Polendina waited five seconds after the door closed, staring at his screen all the while. He unpaused the video.

* * *

_Pyrrha watched, wide-eyed, as Penny's swords seemed to multiply a hundred fold in seconds. Like bacteria splitting apart endlessly, the short blades began to fill the entire arena, and all the while the orange-haired girl was giving her a very unnerving grin._

_When the swords flew at her, Pyrrha panicked. Throwing caution to the wind, she thrust her arms out, exerting her Semblance as far as it would go._

_Three seconds passed over what felt like the course of an eternity._

_After one second, Pyrrha noticed the multitude of swords had been reduced to just eight the moment she threw her arms out. Penny felt her entire body seize up, held completely still by some invisible force._

_After two seconds, Penny's blades flew past her, then looped back around as the near-invisible wires connecting them to her backpack were tangled around her midsection and her left arm. They began tightening painfully._

_After three seconds, the looped string sliced through her body, cleanly severing her legs and left arm. She fell to the ground in a heap._

_Silence dominated the arena. Penny's weapons were scattered everywhere, one buried in the ground point-first. Sparks leapt out of the torn pieces of her body like people jumping out of a house as it burned to the ground._

_If one looked close enough, one might have seen the light leave Penny's eyes in one agonizing instant._

* * *

As the video ended, Marion clenched his fist. He had lost count of how many times he had witnessed his daughter's final moments, but he still felt as if _he_ were the one being sliced in two.

* * *

The door to Dr. Polendina's lab slid open. The Mad Genius of Atlas looked much better than he did yesterday. He had on a fresh lab coat, his hair was frizzled but clean, and his beard was full and neatly trimmed.

There was still pain in his eyes, though, pain that only seemed to double as he looked at the collection of body parts on a long table that dominated the center of the room. The room itself was almost stereotypical for a mad scientist's workspace. Tools of varying sizes and shapes hung from hooks on the wall, their functions a mystery to everyone other than Marion. The room was lit by fluorescent lights. Half-finished projects and blueprints littered some smaller worktables in the corners of the room.

Marion walked up to the table and somehow stopped himself from doubling over and sobbing right then and there. It was one thing to watch your own family be ripped apart on a computer screen. It was another to see the aftermath of the event right before your eyes.

Penny Polendina looked the same as she did at the Fall of Beacon. Same plain-looking gray blouse, same black leggings with green lines. Not a hair out of place. Surprisingly, it was not the fact that she had been reduced to a pile of limbs that nearly caused the scientist to succumb to his sorrow. It was her eyes. Wide open. Pupils dilated to the point where there was no trace of her green irises. There was only one word to describe her expression: empty.

Dr. Polendina quickly pulled himself together. Now was not the time to mourn. Ironwood had all but ordered him to inspect the girl's remains. The General expected him to be productive. Marion donned a pair of goggles hanging off the wall closest to him. He gathered a collection of cutting tools and screwdrivers.

Then he set to work.

* * *

Two hours later, Dr. Polendina wiped sweat off his brow. Where there had once been the body of Penny Polendina, there was now a collection of servos, gears, wires, and various other metal pieces that had once made the inner workings of the android.

The first thing Marion had done was dispose of the artificial skin that covered Penny's endoskeleton. The purpose for this was twofold: he wouldn't get much done if it got in the way of her metal parts and he would have an easier time working if he wasn't staring into the face of his dead daughter. Much of the rest of the frame he kept. The damage, for the most part, had been localized only to the points where she had been sliced. Other than the servos that facilitated movement in those parts of her body, everything could conceivably be salvaged for later use.

The "skull" that contained Penny's CPU was plugged into a screen on another worktable. Unfortunately, much of her memory had been irreparably corrupted, a consequence of her sudden and unexpected shutdown. Frankly, it was a miracle that her basic protocols were still intact. Those would be useful when working on repairing her software.

With one last twist of the wrist, Dr. Polendina removed the final screw. There was an audible _click,_ and a panel on the torso piece lifted slightly. Dr. Polendina picked up the panel and laid it aside. What lay underneath looked like a mess of electronic parts that did who knows what. But Marion's expert eye was able to pick out each part individually and know their functions immediately.

And then he stopped. His gaze was locked on one specific part in almost the exact center. He quickly picked his screwdriver back up, barely noticing his shaking hands. In seconds he had detached the part of interest and held it high in his hands.

It was a sphere of black metal almost the size of a human head. Short tubes stuck out of the sphere at seemingly random intervals, but close inspection would show that there were points where the tubes connected to the rest of the body if the sphere was placed inside at just the right angle. Marion Polendina let out a joyous and triumphant yell. He seemed to age backwards by decades as he grinned at the spherical lump of metal in his hands.

It was Penny's Aura Furnace. It had gone dark, but it was undamaged. In a way, Marion was holding his daughter's heart in his hands.

He rushed over to his computer, the Aura Furnace still in one hand. He minimized the program he was using to analyze the contents of Penny's CPU. He opened a tab for recording video and waited until he saw his own face staring back at him.

"Project P.E.N.N.Y., Day 1 of Revitalization," he said breathlessly. "Aura Furnace is intact but has gone dark. Relighting it will not be a simple task, but it is a task I _will_ accomplish…"

* * *

**A/N: Thus begins my first attempt at a RWBY fic. Anyone who follows my other stories, don't worry. I haven't abandoned them, I'm just taking a short break. We'll see if this thing pans out or not, but I just had to get my ideas out there after finally getting around to watching Volume 6.**

**This chapter was short, as it is only a prologue. A mere introduction. I'm sorry if General Ironwood seemed a bit out of character, but I needed _someone_ to get Dr. Polendina back on his feet. Speaking of Penny's father, I really wish I could think of a more creative name for him than Marion (short for Marionette in case you didn't get it). I tried thinking of some clever pun on Geppetto, but to no avail. Next chapter will chronicle the almost year that it takes to rebuild Penny... but she may not be quite as you remember her.**


	2. Chapter 1: Revitalization

Marion sat down at his computer again, staring into the camera mounted on the screen. He had a pencil fastened behind each ear and grease all over his clothes and hands.

"Project P.E.N.N.Y., Day 5 of Revitalization," he said. "Progress on rebuilding the endoskeleton has been slow. I've attempted to salvage as much as I can, but reviewing footage of Model 374's previous battles has made me consider scrapping everything and using a stronger material."

At this, he picked up a piece of metal and held it in front of the computer, making a show of inspecting it. "Particular attention must be made to the material's magnetic properties or lack thereof. Model 374 was composed primarily of a steel alloy of iron and platinum. Further review of the Fall of Beacon and consulting with General Ironwood made me realize that were it not for Pyrrha Nikos's Polarity Semblance…" He sighed and lowered his gaze. "Penny may have been able to save herself. The sudden magnetic flux caused her servos to seize up and render her immobile. Thus far, proposed replacement materials for Model 375's structure and motors include titanium, aluminum, tin, and copper among others."

He leaned forward a bit, his eyes suddenly adopting a more hopeful and amused expression. "Progress on salvaging Penny's software has been much more successful. Although I was unable to salvage much of her memory, the rest of her AI has been copied onto a secure device. A dozen or so more lines of code, and Penny's brain will be complete. However, if the program were to run on a device that cannot channel its Aura, then it will be little more than an emotionless intelligence…"

* * *

"It's only been a little over a week, Doctor," General Ironwood said, his arms crossed. "Are you sure it's safe to run it?" He and Dr. Polendina were in the lab, standing around the computer.

"The most dangerous thing that could happen is that the AI crashes and corrupts itself," Marion said. "Even if that were to happen, I have a backup saved for future use."

The furious tapping of the keyboard subsided as Dr. Polendina rolled his chair away from the screen. He stopped in front of a cabinet and began digging around inside. When he rolled back to the computer, he plugged something into the screen. When Ironwood saw what that something was, he sighed.

"Really, Doctor?" he asked.

Marion turned around and grinned at his friend as he finished hooking up a red button the size of his palm. "This situation calls for something a bit more dramatic than clicking a mouse."

Ironwood shook his head, recognizing that it would be pointless to argue any further. There was a good reason Marion Polendina was called the _Mad_ Genius of Atlas (though he didn't seem to take offense to the title, more polite individuals referred to Marion as "quirky"). He did like to add a certain flair to things. Privately, the general found his spirits lifting upon seeing Marion return to his old antics. The man that insisted on using a big red button for a light switch was a far cry from the wreck he had been ten days ago.

"Right," Marion said, rubbing his hands together and snapping Ironwood out of his musings. He raised his hand into the air. "The Azure Fae launches in three…two… one!"

Marion slammed his hand down on the button and the computer screen went black.

An emblem faded into view and Ironwood found himself thinking the symbol was familiar. Then he remembered; the emblem was Penny's Huntress symbol. It looked like two of her swords colored green and merged together by the flat of their blades, pointing down and to the right. Before his and Marion's eyes, the emblem changed. It rotated to point straight up, the two blades separated, and it changed from green to a deep blue. The symbol was now stylized to resemble insect wings.

A line formed across the screen.

"_Salutations,"_ said a monotone, mechanical voice. The line vibrated every time the program talked. _"I am the Azure Fae, administrator program for Project P.E.N.N.Y."_

A wide smile broke out on Marion's face. If the Aura Furnace was Penny's heart, then the program known as Azure Fae was her brain. It organized all data Penny took in, allowing her to learn and develop like a human being. The fact that it appeared to be functioning normally was a very good sign indeed.

"Fae, do you know who I am?" Marion asked.

The program saw him through the screen's camera, heard him through the attached microphone. _"You are Dr. Marion G. Polendina, creator of Penny Polendina and myself. The man behind you is General James T. Ironwood, headmaster of Atlas Academy, leader of the Atlas military and your benefactor."_

Marion laughed in excitement. "It's working!"

"That's all well and good," Ironwood said, "but what do we do now?"

"Now we have Fae help us look through Penny's memories," Marion said. "It has full access to all information she knows so we can sort through it all and see what's missing much easier." He began stroking his beard thoughtfully. "Now, it would be logical that her memories of us are still intact, as those are some of the few memories I directly programmed into her. However, just to be safe… Fae, what information do you have on the Schnee Dust Company?"

There was a slight pause, complete with a small dot tracing a circle on the screen just between Fae's wings. _"The Schnee Dust Company is the largest provider of Dust in the world. The current president, Jacques Schnee née Gelé, inherited the company from his father-in-law Nicholas Schnee after the latter fell gravely ill. The company has fallen under scrutiny in recent years for possible monopolies, consorting with questionable business partners, and the controversial treatment of its workers – particularly those of Faunus genealogy. The SDC has collaborated with the Atlesian military to develop weapons such as the Paladin-290 –"_

"That's enough, Fae," Ironwood suddenly said, prompting the program to fall silent.

Marion turned and raised an eyebrow. "Something on your mind, general?"

"Let's just say Jacques hasn't been very cooperative lately," Ironwood said, pinching the bridge of his nose. "He's not too big a fan of my Dust embargo."

"Understandable," Marion said, turning back to the screen. "More importantly, this seems to prove my hypothesis: the memories programmed into Penny before she was first brought online are still here. As for those memories she acquired through the course of her life… Fae, what information do you have on –" He cut himself off and took a deep breath. "What information do you have on Pyrrha Nikos?"

Another pause as Azure Fae searched for that information. _"I'm sorry, Doctor," _it said, though its monotone voice didn't sound very apologetic. _"I possess no information about your query."_

Marion frowned. It was as he suspected. The data Penny accumulated during her time in Vale had been lost. But he had to be sure. "Fae, what do you know about Ciel Soleil?"

"…_I'm sorry, Doctor. I possess no information about your query."_

"Team FNKI?"

"…_I'm sorry, Doctor. I possess no information –"_

"Roman Torchwick?"

"…_I'm sorry –"_

"Weiss Schnee?"

There was a long pause. When ten seconds had passed with no reply from Azure Fae, Marion's eyebrows raised. "Something's wrong."

"Did it crash?" Ironwood asked.

Marion leaned forward in his seat. "Azure Fae, are you still functioning?"

"_Yes, Doctor,"_ the program responded.

"What's taking so long?"

"_My apologies, but it seems that the files regarding the information you requested have been corrupted."_

Both men frowned. "Corrupted?" Ironwood asked. "How is that different from the data being missing?"

"I'm… I don't know," Marion said, the words feeling foreign to him.

The General crossed his arms. "What do you mean you 'don't know?'"

"Look, General," Marion said, "it's not as if I can consult an instruction manual. Should I check the history textbooks and see how other scientists of centuries past dealt with artificial intelligence?"

"_Gentlemen, if I may, allow me to elaborate,"_ Fae replied. _"Previously, when you requested information on subjects such as 'Roman Torchwick' and 'Pyrrha Nikos,' I was able to recognize that I contained no relevant data on either of those subjects. However, when you requested information on miss 'Weiss Schnee,' I detected files on this person in my memory banks. I could not read these files, as they are corrupted. I was in the process of attempting to restore these damaged files when you interrupted me."_

Marion leaned back in his chair, his eyes clouded in deep thought. Ironwood began pacing.

"What does this mean, Doctor?" the general asked.

"Could mean nothing," Marion responded. "Or, it could be the key to restoring Penny to her former self, albeit only partially." He began slowly spinning in his chair. "You're familiar with the phrase 'my life flashed before my eyes?' My best guess is that the corrupted files represent memories that Penny clung to in her final moments. The rest were lost when she underwent the emergency shutdown." He stopped spinning and hummed thoughtfully. "But if that were the case, why specifically cling to the memory of Weiss Schnee? I know the heiress was studying in Beacon at the time. Perhaps they met at some point? But surely, Penny would have spent more time with her own partner Ciel, so something important must have happened between Schnee and Penny…"

He turned to Ironwood. "General, as much as I hate to admit it, you were with Penny more than me while she was in Vale. Can you think of anyone of significance that Penny met? Someone she held close to her heart?"

The general stopped pacing. He looked up, a far-off look in his eyes as he remembered a conversation from several weeks ago.

* * *

_Penny stared at the floor from the foot of her bed. Her father had dropped her off at this hotel almost an hour ago. It was only a temporary affair; Dr. Polendina had checked into the room under his name that night, but he would not be staying there. There was a huge tech exhibition coming in a few weeks and there was still so much to do. It would be one of the many presentations that would take place over the course of the Vytal Festival. Marion was particularly excited about the Paladin units being shown off, though he had expressed disappointment that General Ironwood hadn't allowed the Mad Genius to paint the prototype in rainbow colors ("But General, you must agree it would be so much more eye-catching!" he had protested). She smiled at the memory of asking him "what's a paladin?" only for her father to grin and say he didn't really know the answer himself._

_She jumped when she heard a knock on the door. _

"_Penny, it's General Ironwood," came the familiar voice of her mentor. _

_She dashed up to the door and threw it open. Upon seeing the general's perpetually stern face, she stood at stiff attention._

"_Penny Polendina reporting for duty, sir!" she said with her usual gusto._

"_At ease," Ironwood said, stepping past her. Penny relaxed and shut the door._

"_You know why I'm here," Ironwood said. _

_Penny tapped her fingers together nervously._

"_You were reckless," Ironwood said, turning around to address her. "On a more positive note, you did shed light on Roman Torchwick's collaboration with the White Fang to steal vast quantities of Dust. But while I appreciate the results of your efforts, I can't say the same about your actions themselves."_

"_I'm sorry, General," Penny said, still not meeting his eyes. "I won't endanger myself like that again."_

"_That's not what I'm worried about," Ironwood said. "I know perfectly well that you are capable of defending yourself. The Bullhead you grounded is proof enough of that."_

"_Three, actually," Penny said. "The other two fell into the water."_

_Ironwood put his hands behind his back, and Penny suddenly felt extremely awkward. She got the distinct sense that now was not the time to be bragging._

_The general sighed. "You were with someone tonight, weren't you?"_

"_No I wasn't! Hic!" Penny's denial was followed in quick succession by a nervous hiccup. She was shocked. That had never happened to her before._

_Ironwood raised an eyebrow, but did not otherwise comment on the strange sound. "Local authorities reported seeing others at the scene. Two Faunus, along with a girl in red."_

_Ironwood noticed Penny's eyes widen when he mentioned that last one. "Who is she Penny?"_

"_Please, General, don't get her in trouble!" Penny shouted, clasping her hands together in the classic begging pose. "I just wanted to help her, she has nothing to do with this!"_

"_Get her in trouble?" Ironwood asked. "On the contrary, if I had the chance to meet her again, I'd be sure to commend her for her bravery and quick thinking… before reprimanding her for acting rashly, of course."_

_There was a spark of hope in Penny's eyes. Her hands dropped to her sides. "She's… not in trouble?"_

"_Of course not," Ironwood said, and for a moment his stern face had a more reassuring feel to it. "Though, we will have to do damage control if you revealed any sensitive information to her."_

_Penny knew instantly what sensitive information he was referring to. "She doesn't know anything about me, I swear."_

_The android held Ironwood's gaze for a long time so he could see how serious she was. The general nodded. "Why were you following her?"_

"_She was looking for her teammate, and I wanted to help her out. It was the Faunus girl from the harbor, the one with the cat ears."_

_Ironwood nodded. "And, what is this person like?"_

_In an instant, Penny's face lit up with excitement. "Oh, she's amazing, General!" Penny said with a huge smile on her face. "She called me her friend! She listened to me talk and I listened to her talk, we were having real conversations! She's helped me understand so much more about friendship!"_

_Ironwood had to suppress a smile. This was… certainly not what he had been expecting. But the situation was more of a pleasant surprise than anything else. Which was why it was going to be anything but pleasant to say what he had to say next._

"_You can't speak with this girl again. Or anyone associated with her for that matter," Ironwood said._

_Penny instantly flipped back to being distraught. "Why not?!"_

"_Penny, you remember what your father told you," Ironwood said. "I know you wouldn't consciously tell anyone about your true nature, but there's always the chance that you slip up. Say something by mistake, do something impossible, anything like that could tip someone off that there's something different about you. Your father doesn't want you in the limelight yet, and I agree with him. Not until you are truly ready."_

"_But…" Penny hesitated, then decided to just say what was on her mind. "But what if I want to tell her who I really am? What if I feel bad about keeping secrets from her?"_

_Ironwood didn't say anything. Penny wasn't sure if she had spoken out of turn or not and began shuffling her feet. She looked to the ground in shame. This was it. This outburst would get her kicked out of the Vytal Festival and on the next ship back to Atlas and she would never get a chance to see the world again all because she couldn't keep her stupid mouth shut –_

_She felt a hand on her shoulder and looked up. Her eyes widened. The General didn't seem angry with her. He actually seemed very understanding and perhaps… a little guilty?_

"_I wish everyone could be as trusting as you, Penny," Ironwood said. He closed his eyes. "If you really think this girl… if you _really _know that she thinks of you as a friend, then she can be the first you tell the truth to. But we can't take any chances. You must remain a secret for now." He opened his eyes. "Do you understand me?"_

_Penny hesitated, then nodded. "Yes, General, I understand."_

_The General took his hand off her shoulder and began walking back to the door. "By the way, you never told me her name."_

"_Oh, right! Silly me," Penny said, her trademark smile back on her face. "Her name is –"_

* * *

"Ruby Rose," Ironwood said.

Azure Fae began loading again, pausing for another ten seconds. _"Those files are corrupted as well, General,"_ it finally said. _"Although, there is one file that remains undamaged. An image."_

Without needing prompting, Azure Fae displayed the picture for the two men to see.

This was definitely Ruby Rose. She had a huge toothy grin on her face and was standing in what appeared to be an alleyway. A dumpster with garbage bags piled next to it stood behind her. She had short and messy black hair, a red hood with a cape…

_Silver eyes. Ozpin said as much, but I never truly noticed until now,_ Ironwood thought. Thinking of the old man, Ironwood involuntarily scowled.

"Incredible," Marion said. "Penny must have had a very high opinion of this girl to still have an intact image of her in her memory banks."

Ironwood quickly reverted to his neutral expression. "Yes, she would often talk about Miss Rose. They didn't meet often, but Penny claims that Ruby was her first real friend."

"Yes, it's hard to forget your first friend," Marion said, and without even thinking he smiled at Ironwood.

"Weiss Schnee was her partner," Ironwood said. "Blake Belladonna and Yang Xiao Long were also on her team. Are the files on them corrupted as well, Fae?"

There was another long pause. _"Yes, General."_

Ironwood held his chin in his hand. "Now, what does this mean for the Model 375, Doctor?"

"Like I said before, this could mean nothing, or it could be the key to unlocking Penny's lost memories," Marion said. On a whim, he asked: "Fae, how long would it take to restore the corrupted files?"

"_By my estimations, the total amount of time necessary to completely restore all the corrupted files would be… 20 years, three months, and six days."_

Marion gave a low whistle. "I'd probably be dead in 20 years," he said. "Okay, we can't restore them ourselves, so what _can_ we do? Hmmm…" He shook his head. "Starting to think it's a lost cause at this point. Still, I don't exactly want to get rid of the files if there's even a one percent chance that they'll be restored. Oh, what the hell. Might as well have the 'New Penny' inherit them."

"Is that safe?" Ironwood asked.

"It's certainly not as if they'll take up too much space," Marion reasoned. "Her storage is nearly limitless. They're simply files she won't be able to access. Trust me, General. If there was a chance that this corrupted data would harm Penny, I'd delete it in a heartbeat."

Ironwood nodded. Then he seemed to remember something and turned around to leave.

"Forget something, General?" Marion asked curiously.

"Mentioning Yang Xiao Long reminded me of something I had to do," Ironwood said. "I need to get in touch with her father, arrange a little gift for her."

Marion gave a half-smile. "Jacques isn't going to like that you're allowing your personal packages through the borders while keeping his merchandise here."

"That's his problem," Ironwood said, the door sliding shut behind him.

* * *

"Day 125… 126? No, definitely 125 of Revitalization," Marion said into the camera. There were black stains all over his lab coat and his beard didn't look much better. "We've finally acquired all the titanium necessary to rebuild Penny's endoskeleton in its entirety. The Model 375 is nearly complete. Of course, I will be making adjustments to the previous model's design. Azure Fae is already working on a failsafe program should Penny encounter a problem like she did at the Vytal Festival. The new material is more durable than the Model 374 at the cost of some extra weight. Still, it shouldn't hamper Penny's movement as long as I adjust the Model 375's servos and bracers to compensate.

"Tomorrow marks our first attempt to relight the Aura Furnace. Even with the first Penny, this was definitely the most difficult task. Given that I know a little bit more about Aura now than I did a year ago, I should be able to skip some of the headache involved."

"Is the Furnace properly connected, Fae?" Marion asked, tightening the final bolt that would hold said part in place.

"_Everything has been attached properly, Doctor,"_ Azure Fae replied.

Marion stood back to admire his handiwork. He had borrowed one of the Atlesian Knights that were currently gathering dust in one of many storage units throughout the city (that's the boring kind of dust, not the Dust that lets you shoot explosions out of your arms). Its front casing had been torn open and its battery removed. In its place, many cables were haphazardly attached to the tubes that carried energy to the various parts of the robot. On the other ends of these cables were the many ports of the Aura Furnace. In addition, more wires connected the head of the Atlesian Knight to the computer and, more specifically, to Azure Fae.

"How is your connection to the Atlesian Knight?" Marion asked.

"_100%. I am perfectly synced to the Knight's CPU," _Fae responded.

"Excellent. Begin system link."

After a few seconds, the computer screen went black. Marion watched the Knight with keen interest. Moments passed quietly. Marion tapped his foot.

Just as the scientist was about to order Fae to stop, the Knight's face flashed blue. Slowly, Azure Fae's emblem faded into view.

"_Salutations, Doctor,"_ Fae said through the Knight's speakers. _"I have successfully linked with the Atlesian Knight."_

Marion let go a breath that he hadn't realized he was holding. "Okay, that's the easy part done. Now…" He took a pair of welding goggles off the wall, stretching them out and snapping them onto his face. Then he winced. They made that look a lot less painful in cartoons. He put on a pair of thick fireproof gloves.

He picked up the Aura Furnace and began staring at it with intensity. "Let's get dangerous."

Admittedly, Marion Polendina was not the best Aura user in the world, which is to say he had as much skill with it as an average first-year student at any Huntsman academy. But he did learn enough about Aura to learn how to unlock it in someone else. And that was precisely how he would relight the Aura Furnace.

It had taken a _lot_ of sleepless nights researching Aura and how it worked before Marion finally figured out how to generate one artificially. It was the Grimm who had finally helped him crack the code. Sure, everyone knew Grimm couldn't generate an Aura without a soul, but _what did that mean scientifically?_ The problem with studying Grimm was that they simply defied any attempts to study them. Dead Grimm disintegrated seconds after they were killed and live Grimm were too dangerous to keep in captivity, even if they were something as common as a Beowolf. So, most of what humanity knew about the minds of Grimm was based on analysis of their behavior.

That's when Marion had realized he didn't need to figure out some special gadget to generate an Aura for a synthetic life form or find some ultra-rare never-discovered type of Dust. After all, the Aura Furnace wasn't generating the Aura, it merely used the energy _from_ Aura as fuel. All it took to generate an Aura was the mind of a sentient being.

Grimm were programmed for two things: self-preservation and pure destruction. As Grimm grew older, the former began to outweigh the latter, hence why some of the oldest Grimm only attacked humans in the company of other Grimm and retreated when things went south. In this way, they were no better than rabid wild animals. But humans and Faunus alike had much more to their minds than that. They could form complex ideas, feel emotions like joy and sadness, choose their own path in life, and other things that Marion was sure had been covered in some cheesy video game or anime.

Azure Fae had been designed with that in mind. On its own, its emotions were muted and unnoticeable. But once its Aura was unlocked in a body that could safely channel the resulting energy surge, it merged with the Aura and became a real girl. It became Penny Polendina.

"Are we recording?" Marion asked, glancing at the camera mounted on a tripod to his right.

"_We've been recording since you connected the Aura Furnace,"_ Fae said.

"Okay." Dr. Polendina took a deep breath. "Unlocking Aura in three… two… one."

Unlocking someone's Aura felt a lot like setting up a campfire. When dormant, Aura felt like a small spark. So, one merely had to use a portion of their own Aura to add fuel to the spark and set it ablaze.

Marion found the spark immediately. He stretched his own Aura as far as it would go, and he began glowing with a pale purple light.

It happened suddenly: The Aura Furnace went from dark to a bright green in the blink of an eye. Dr. Polendina was thankful for the welding goggles dimming the light he took in, as he was sure he would've been blinded without them. The heat was incredible too, warming his hands even through the fireproof gloves. He watched as the green light flowed through the cables into the Atlesian Knight. From there, it was carried through tubes to the rest of the mechanical body, enveloping the entire structure in a dim glow.

"Fae, open the Aura Reader," Marion said. He ignored the urge to stare into the lit Furnace like a moth to a flame. He turned his head and saw the computer screen light up, displaying a gauge that reminded Dr. Polendina of a health bar from a video game. The gauge was half empty (_or perhaps it was half full_, mused Marion), but steadily rising.

"Diagnostics check," Marion commanded.

"_The Atlesssian Knight has accepted the Aura energy, sir."_ Fae's voice sounded strange, somewhat slurred and slowed down. Marion dismissed this as the AI merely adjusting to the sudden intake of energy.

Marion set the Aura Furnace on the table and walked around behind the Knight. The Knight was plugged into a massive port on the wall that was providing it a constant stream of electricity. He took hold of the plug. "Disconnecting reserve power in three… two… one."

With a mighty heave, he disconnected the Knight from the wall socket. He hurried back to the computer screen and saw the Aura meter fill completely in less than a second. He gave a huge grin; the machine was running entirely on Aura now.

"Status report, Fae," Marion said, turning back to the Knight. Fae's emblem was still displayed on its face.

"_I…" _the monotone voice hesitated. _"I feel… ssssomething."_

"Remember, don't let the Aura overcome you completely," Dr. Polendina said. "I don't want Penny waking up in this body."

"_Of courssse Doctorrrr," _slurred the program. Marion furrowed his brow. The voice wasn't very monotone anymore. It sounded almost apprehensive.

"Is something the matter?" he asked.

"_I feeeel the Aura… it is filling my miiiind,"_ Fae said. It hesitated. _"There is someone calling meeee…"_

"Penny?" Marion asked before he could stop himself. His heart rate had jumped at the prospect.

"_I feel… __**fear.**__"_

Marion stepped back in surprise. "Azure Fae, what's happening?"

"_Doctor, I –"_ Fae suddenly stopped. The Atlesian Knight she inhabited began sparking, and the Aura Furnace began to glow brighter. Soon, it was like there was a small star right there in the middle of the lab.

The Aura meter on the screen began to fill up past its boundaries, and an error message popped up warning of an overload.

"_**I'm afraid, Doctor,**__" _Fae said, its voice rising in pitch and volume. _"__**Doctor… disconnect me from the Furnace,**__"_

Sensing immediately that something was wrong, he grabbed one of the cables without thinking. He cried out in pain and jumped back. He had nearly burned his hand, even through the gloves.

"_**She doesn't like this body, Doctor,**__" _Fae shouted. _"__**Hurry!**__"_

Marion looked around frantically. Thinking quickly, he snatched a plasma cutter off the wall and turned it on. Instantly, a bright orange light flew out of the end and he set to work slicing through the cables.

"_**Hurry!**__" _the Knight shouted again, its body shaking wildly. _"__**Please, Father!**__"_

In his panic, the words never registered in Marion's mind. He was nearly finished by now, just one cable left…

There! The same instant he cut through the last cable, the Aura Furnace went dark. The Knight stopped sparking and fell still. Fae's emblem flickered on and off.

"_**Thank you,**__" _the voice said. _"__**I'm sorry, Father. Maybe next time.**__"_

Then Marion took in the full impact of those words, as well as the fact that the voice was achingly familiar.

"Penny?"

Azure Fae's emblem went dark for real when he said that.

For some reason, Marion felt a sudden stab of pain in his heart. He sat down, succumbing to his despair. Had he just lost his daughter a second time? Was that really her speaking to him from beyond the grave? So many agonizing questions filled his mind and he could find answers to none of them.

He didn't have long to stew in his sadness.

Without warning, the Atlesian Knight began shaking again. He looked up, hope filling his eyes as he prayed against all logic that his daughter was there. But he immediately recognized that this wasn't the case. The Knight's green glow was brightening and its shaking becoming more violent. There was steam billowing out from cracks in its armor.

"Activate Safety Protocol Alpha!" he shouted. Gingerly, he tested the Aura Furnace and found it cool enough to pick up. He ducked behind the table and screwed his eyes shut, bracing himself for the worst.

He heard the explosion but felt no force from it. Cautiously he peeked around the table and saw that where there once was an overloading robot there was now a dome of fire and smoke being contained by a forcefield of Hard-Light Dust projected from the floor. A few seconds after the shield dissipated, the fire suppression systems kicked in. Marion held his breath and pinched his nose shut as a white gas filled the room and almost immediately put out the flames. The ventilation ducts kicked into overdrive, pulling out the white gas and smoke, replacing it with fresh oxygen. There was now no evidence of the accident other than a pile of half-melted robot parts. Marion let go of his breath, both out of relief and a need for air.

"_The danger has passed, Doctor."_

Marion's eyes widened and he ran to the computer screen. The Aura reader was closed, replaced by Azure Fae's logo.

"Fae, are you still functioning?" he asked.

"_Yes, Doctor,"_ the program responded. _"My apologies. It has been some time since I channeled Penny's Aura. I was unprepared for all the… emotions."_

Marion looked downtrodden. "No, Fae. It is I who should be apologizing. I should have anticipated this happening, but I was too eager to continue the project." A thought suddenly occurred to him and he frowned. "Are we still recording?"

"_Yes," _Fae responded. _"Would you like me to stop?"_

"Might as well," Marion said. Then he thought of something and said: "Send the footage to General Ironwood, along with the following message." He began typing on the keyboard…

* * *

_James, I want you to watch this. It's footage from my latest test run of the Aura Furnace. I was able to light the thing, but I accidentally wrecked one of your Knights in the process. Sorry about that, but it's not like we're using the damn things anyway._

_On a more serious note, I want you to pay close attention to Fae's voice at the end. Sound familiar? Reviewing the footage, I can't help but feel that I've failed as a father. She sounded in pain, and yes, I have no doubt that it was Penny who spoke to me. No father should ever put their own daughter in pain._

_James, I need you to tell me: do you honestly think we're doing the right thing? Tampering with life the way we are? I know it's a bit late to be asking these questions, seeing how the Model 375 is nearly complete. _

_Please reply as soon as possible, James. This is my daughter we're talking about. I want to make sure I'm not making a huge mistake._

_Marion_

* * *

_Marion,_

_Before I answer your question, I want to go into detail about my time with Penny at Vale._

_Penny seemed happier during the Vytal Festival than I had ever seen her before. She was making new friends, having fun, acting like a normal child. She had never seemed more alive. It may be selfish of me, but at times she felt like my own child. I am not saying that to take away from the bond you had with her. She only said good things about you while we were in Vale._

_I want you to keep going. Penny would want a second chance to truly live again. I know you, Marion. If you give up on this now, so close to the end, you'll never be able to forgive yourself. You'll spend nights lying awake, wondering if you made a horrible mistake by quitting. You are not the kind of person to take failure lying down._

_Bring Penny back, Marion. If I know you as well as I think I do, it's the only way you'll find peace._

_James_

* * *

Marion backed away from the computer, the camera now recording everything he did once again.

"Day… 300? Is that right?" he gave a sad smile. "Hard to believe its been almost a year now. So much has happened, so much has changed. Atlas is certainly a lot more crowded with Ironwood finally finished recalling our troops. Argus is the only remnant of Atlas's presence outside our borders." He sighed. "I wonder what you'll think of the world you wake up to, Penny."

Marion turned and stared at the body lying on the table before him.

She was finished.

Penny's face looked just like he remembered it. Same orange curls with a pink bow on the back of her head. Same fair complexion, same cluster of freckles on her cheeks. Her eyes were closed, and if Marion didn't know any better, he'd say she was sleeping. She had undergone a slight wardrobe change. She had on a green hoodie over a black shirt, whose collar ran all the way up her neck. Matching this were green shorts with black stockings and boots. And, of course, there were the bright green power lines running up the sides of her outfit.

There was a panel open on her abdomen. There was one final part he had to put in place.

He lowered the Aura Furnace into the empty spot in Penny's endoskeleton. Automatically, tubes connected to the Furnace at the various ports all over it.

"_Furnace has been successfully integrated, Doctor,"_ Fae said from the computer. There was a long cable connecting the computer to a port on the side of Penny's neck.

"Have you downloaded yourself?" he asked as the panel on Penny's abdomen closed over the Furnace seamlessly.

"_Once you disconnect the Model 375 from the computer, I will be fully transferred into Penny's CPU,"_ Fae explained.

"Very well," Marion said, walking around the table to the cable. He wrapped his hand around it. "Azure Fae… it was a pleasure working with you. I must say, I am going to miss working with you."

There was a slight hesitation. Then… _"The feeling is mutual, Marion. Goodbye for now."_

Marion nodded and yanked the plug out of the port. Azure Fae's logo disappeared from the screen. [TRANSFER COMPLETE] was now written on the screen. The port slid into Penny's neck and a panel closed over it, leaving nothing but the smooth black collar.

Marion took a deep breath and put his welding goggles on. He wouldn't need to make direct contact with the Aura Furnace this time around, so there was no need for the gloves.

"Unlocking Aura in three… two… one."

Just as before, he felt the spark of an untapped Aura. With all his concentration, he set it to life.

* * *

The last thing Penny remembered was pain.

But she wasn't in pain now. In fact, she had to say that she was feeling just fine. She clenched her fist and wiggled her toes, relishing in the feeling.

Now, what was she last doing? And why was everything so dark?

Oh yes, she should probably open her eyes.

When she did so, she found herself staring into a very familiar face, one that filled her with the warm feeling of safety and comfort. His face was slightly wrinkled and his gray beard big and bushy. The top of his head was bald, but the hair on the sides of his head was sticking out in all directions like spikes on a Grimm. The man looked into her eyes and lifted the welding goggles off his own with shaking hands. His green eyes were watery and filled with happiness.

"Penny?" he asked with a voice as shaky as his hands.

"Sal-u-tations, Father!" she said, smiling wide and emphasizing every syllable of the greeting. "It is so wonderful to see you again!"

"How are you feeling?" he asked.

"Oh, sen-_sational_," she replied. "I've never felt better!"

Unable to contain himself anymore, Marion Polendina lunged forward, lifting his daughter and hugging her tight. Penny gladly reciprocated, remembering at the last second to not hold him with all her strength. Being a superpowered android did have some disadvantages, the memory of hugging her father for the first time and accidentally cracking a few of his ribs reminding her of that.

As she took hold of him, Penny noticed that now Marion's whole body was shaking and she could hear him weeping. She gasped and held him at arm's length. "Oh my goodness, are you alright?" she asked. "I didn't hurt you, did I?"

Marion wiped the tears from his eyes and sniffed. "Not at all, Penny," he said. "It's just… so good to have you back."

Penny tilted her head in confusion. "Why? Did I go somewhere?"

Marion laughed. "You could say that."

* * *

**A/N: It's been a while since I've been so excited to write more of a story! Finally, I've brought one of my favorite characters back from the dead! I even broke out photoshop and made a new cover! And yes, it is Azure Fae's logo in case you're wondering.**

**Now, allow me to explain some of the technical jargon in case you need it (techno-babble has never been one of my strong suits, admittedly). Azure Fae is Penny's subconscious. It organizes data she takes in like anyone else's brain would. On its own, it's just a sentient AI without much expression. When its Aura is activated, however, it merges with the Aura and becomes Penny.**

**Penny's redesign is based on D-Floyd 2's Alt Penny Polendina on DeviantArt. Here's the link! www deviantart com/d-floyd2/art/Alt-Penny-Polendina-645134436 (proper link can be found on my profile page).**

**Next time: Penny's father is forced to attend a charity event, but it's for the relief fund in Vale so he'd be happy to donate. He brings Penny along to get her out of the lab, but something strange happens when Penny sees a familiar face...**


	3. Chapter 2: Remembrance

Edit 5/16/19: Fixed a continuity error. Winter is supposed to be in Mistral at this point, so there's no reason Jacques would invite her to the concert.

**Edit 11/18/2019: Made some minor edits to fix grammatical mistakes and overall make the writing more concise. Removed the lyrics for _This Life is Mine_, since they didn't add much.**

* * *

The door to the lab slid open and General Ironwood was immediately assaulted by a wall of sound.

His hands flew to his ears to ward off this cacophony as he took in the scene before him. Marion Polendina was working on a backpack with various tools vibrating next to him from the sound. He didn't seem that bothered on the count of the heavy-duty noise-cancelling headphones he was wearing. On the other side of the table his daughter was dancing with her eyes closed in contentment.

Even with the sound muffled slightly by his hands, Ironwood still felt as if his ears were about to explode. He was, however, able to hear the sound more clearly and realize that it was music that was threatening to make him go deaf.

_**THIS WILL BE THE DAY WE'VE WAITED FOR!**_

_**THIS WILL BE THE DAY WE OPEN UP THE DOOOOR…**_

Ironwood marched forward, realizing that no words he could say would get through to the Mad Genius. Marion noticed the movement out of the corner of his eye and looked up. He grinned and lifted his welding goggles from his eyes with one hand, holding a comically large wrench in the other. He said something, but Ironwood could only see his mouth move and heard nothing over the music.

"WHAT?!" Ironwood screamed. Marion realized the problem and went back to the backpack, flicking a switch and turning off the offending noise. The general uncovered his ears, thinking that they would probably be ringing for hours after this. He could still hear the singer's tune.

Then he realized that wasn't his imagination and turned toward Penny. The android was still humming and dancing along to the music that was no longer playing. Then she opened her eyes and froze.

"Awww, why did you stop?!" she asked, her voice raised as if she were shouting over the music. Then she noticed the guest in the room and smiled. "Salutations, General! It is very nice to see you!"

"Penny!" Marion shouted. She looked to her father and saw him lowering his hands as a signal to keep it down.

"Right, sorry Father," Penny said, staring down at her feet and suddenly looking very sheepish.

"Sorry about that," Marion said, removing his headphones. "Penny and I were just testing a new device of mine."

"A sonic weapon?" Ironwood asked dryly.

"No, it's something I asked my father to build for fun!" Penny said, instantly cheering up and not picking up on the general's sarcasm. "I wanted to get better at dancing, so he's installing a music player in my backpack so I can dance wherever I go!"

"It's sure to be a hit at parties, eh General?" Marion asked, grinning just like Penny. "I wonder if we can find some way to develop it for commercial use. We'd make a fortune!"

"We'd call it the Polendina Power Pulser!" Penny suggested. Marion beamed with pride and shared a high-five with his daughter.

"Speaking of parties," Ironwood said, turning to Dr. Polendina. "Doctor, I am obligated to remind you of the concert tomorrow."

Marion's expression immediately soured, and he waved his hand back and forth dismissively. "Yes, yes, I am aware. It's not like the SDC hasn't emailed me every day reminding me of the _honor_."

Penny looked back and forth between her father and her mentor. She was completely clueless as to what they were talking about, but it was clear that it distressed both of them greatly. She could tell from Dr. Polendina's narrowed eyes and General Ironwood's stern expression. Well, he always looked stern, it was just that today he looked very _tired_ as well. In fact, James Ironwood was looking more and more tired every day. There were wrinkles beginning to develop on his face. The gray streaks on the sides of his head had always been there, but they seemed to have grown in recent months. He was developing a stubble.

Of course, Penny had no way of knowing that these were fairly recent changes to the general's features.

"It's a gesture of goodwill," Ironwood said, sounding as if he were trying to convince a toddler to let go of their favorite toy. "The SDC wants to help show the world that Atlas is willing to move on and help those that suffered a year ago."

"You are aware, of course, that I don't buy into that BS for a second, right?" Marion asked.

Ironwood sighed. "Just once, I'd like you to talk like you have a PhD."

"Two PhD's, General," Marion corrected. "Neither of which are in etiquette."

Ironwood narrowed his gaze, and Marion suddenly felt very awkward. He was getting the feeling that this was not the time to be bragging.

He put a hand on Dr. Polendina's shoulder and bent down to meet the rather short man's gaze. This was his patented "listen to what I say, or you'll be doing drills for twenty-four hours straight" look that he typically reserved for students who misbehaved enough to have the dubious honor of receiving his attention. It tended to work on adults just as well as teenagers due to his rank.

"Don't make me order you to go," Ironwood said. "If you're not there, Jacques _will_ notice. You know what will happen then."

Marion held Ironwood's gaze and nodded. "I know, James."

This satisfied the general. He moved to leave, but paused when the door opened. He turned to Penny and regarded her for a moment.

"It's good to see you again, Miss Polendina," he said in a much gentler voice.

Penny seemed confused, but she nodded. She rose to stiff attention and saluted in a rather exaggerated fashion.

Ironwood smiled, turned around, and left the lab.

When the door closed, Marion sighed and returned to adjusting the speaker in Penny's backpack. She walked up to him and began patting him on the back. But since this was _Penny_ attempting the action, her arm made very jerky movements as she attempted to replicate something she understood to be comforting.

Most people would give Penny a weird look at her odd behavior. Marion Polendina, already being a little odd himself, just smiled at his daughter.

"What seems to be the problem, Father?" Penny asked.

"Oh, it's just some pretentious SDC event that I have to attend," he replied, turning back to his work. "I would like nothing more than to stay here tomorrow and do something productive rather than stand around making idle gossip with millionaires and their trophy wives. But Jacques Schnee is even more temperamental lately than he usually is, and guess who provides all the Dust I use for my research?"

"Who?" Penny asked, tilting her head quizzically.

Marion paused his work and made ineffective hand motions. "Well, uh, that would be Jacques Schnee."

"Oh, of course," Penny said realizing her rhetorical question blunder. "I could understand why you wouldn't want to offend him."

"'For the good of Vale'… the only thing that event will be good for is his image." Marion said, talking more to himself than Penny as he continued his work. "Then again, it is genuine charity, and every lien counts when it comes to repairs. And I would certainly like to do anything I can to make up for the Fall of Beacon."

Penny had heard of the Fall of Beacon a few times in the past weeks that she had been active. Beacon was a Huntsman academy in Vale, but it had recently become overrun by Grimm released into the city by a terrorist organization called the White Fang. Many had lost their lives in the attack, her father had told her. Every time she thought of that story, Penny couldn't help but think that Vale could have used someone with her skills that day.

A smile creeped onto her face. "I know one way you can make this event more tolerable."

"And what's that?" Marion asked.

"I could go with you."

Marion paused and looked up. Penny could practically see the gears turning in his head.

"Yes, the invitation did say I could bring a plus one," he said. "And most things are made better with family involved." He turned to Penny and grinned. "Have I told you lately how much I love you?"

"Only every day," Penny said, wrapping Marion in a huge hug. Marion put his tools down and reciprocated the embrace.

_Gods, I missed this so much,_ he thought.

* * *

When they arrived at the Schnee manor the following day, Penny's first thought was that if there was a blizzard, the place would be practically invisible.

The Schnee manor was built like a castle from a fairy tale, complete with towers and courtyards. The walls were white along with varying shades of blue. The architecture may have been from a time long gone, but the tech responsible for the upkeep of the place was modern. It was a fitting home for a family with history that still had a presence in the present day.

The concert itself was taking place in a separate building from where Jacques and his family held residence. The theater was small in comparison to the rest of the manor, which meant that it could hold three Bullheads, all the troops within them, _and_ their weapons, _and_ still have enough room to move about.

Penny and Dr. Polendina were dressed in their finest. Atlas was cold, but the season was still relatively warm, so Penny felt just fine in her bright green dress that reached her knees. Her father was looking rather uncomfortable in his tuxedo; he kept adjusting his bow tie, which he referred to as a "neck trap" for some reason. In comparison, Penny didn't seem to have much trouble walking in her high heels, which she lovingly referred to as "lady stilts."

Check-in was a smooth process. Marion had the receptionist scan his Scroll and they were allowed in. Still, Penny couldn't help but turn her head back as they walked inside. The receptionist wouldn't stop staring at her. His eyes were filled with shock and confusion.

They found their seats on the ground floor near the back. They patiently waited for the concert to start, watching as hundreds of people trickled into the building until every seat was full.

Then the lights dimmed, and they all fell into silence.

There was a series of clicking noises in the darkness, like heels against a hardwood floor. Penny had to resist the urge to turn on her night vision.

The spotlight turned on and revealed who was standing in center stage.

It was a girl who looked about Penny's age (though perhaps it would be more appropriate to say Penny looked about her age?). She had white hair tied to one side in a ponytail, dressed in a floor-length blue dress that gradually turned white closer to the ground. Penny knew that this had to be Weiss Schnee, heiress to the SDC. She had never met the girl in person; every member of the Schnee family was rather reclusive, the only exception being Winter.

A soft piano melody began to play.

Then the girl started singing and Penny found herself captivated.

It would be a criminal understatement to say that this girl was a good singer. She was downright _beautiful._ Every inflection of her voice, every subtle hand movement and sway of her body lent to the performance. She was pouring all her emotion into every lyric. And the more Penny listened, the more she felt as if the rest of the world was fading away.

It was just Penny, Weiss Schnee, and her song. Everything else was irrelevant.

Marion glanced away from the stage and frowned with concern at his daughter. She was literally on the edge of her seat, leaning forward as far as she could go without falling off. She had her hands clasped together in front of her mouth. Her eyes were unwavering. Penny was staring at Weiss Schnee as if she held all the answers to life's questions. Her eyes widened when the song reached its climax and the orchestra in the pit joined in.

As Weiss finished her song, the echoes of her voice mingled with the fading noise of the orchestra and created an otherworldly sound. It was only after the theater fell into silence that the audience began their applause, and a standing ovation at that. Penny blinked when the clapping started, as if she were snapped out of a trance. She stood up and applauded as a smile slowly returned to her face.

Weiss bowed and looked around, though Marion couldn't help but notice that her stare lingered on one of the balconies. Following her gaze revealed who was taking up her attention: her father, seated with a boy who must have been Whitley Schnee. The boy was standing up and clapping politely, the picture of someone who was measuring exactly how much emotion they showed every second.

Jacques was seated, his hands clasped together neatly in front of him. Unmoving.

When the applause faded and they returned to their seats, Marion leaned towards Penny.

"Are you okay?" he whispered.

She gave him a look of confusion.

"You seemed really intense just now," he elaborated.

Penny nodded, smiling again. "I really liked the song."

Marion stared at her for a moment longer before nodding. They both turned back to the stage as the next act replaced Weiss. Marion couldn't help but think that the heiress would be a tough act to follow.

Penny did not pay attention to this song. Or any song that came after it. In fact, the rest of the concert passed by in a blur of instruments and voices. Penny's mind was consumed by one thought.

She knew Weiss Schnee.

* * *

The concert lasted for about an hour. The after-party was held in a reception hall in the Schnee's residence building. Someone was playing piano, but Penny couldn't see the instrument anywhere. At the back of the room were a few art pieces up for auction, the proceedings of which would go to the Vale relief fund.

The Polendinas were among the first to enter. As the minutes passed, Penny quickly realized that most of the people who attended the concert were not attending the reception. Whereas hundreds were gathered in the concert hall, only dozens were milling about engaging in conversation and enjoying the refreshments. Penny, essentially an optimistic person, gave these people the benefit of the doubt and assumed they had prior engagements. Marion Polendina, who had acquired a bit more cynicism in his old age, knew that these people thought that they had better to do than give money to those who needed it.

Penny looked around, trying to find Weiss Schnee. That girl's image would not leave her mind's eye. She was startled a bit by a hand on her shoulder and turned to her father.

"Are you okay?" Marion asked. "You've looked distracted since the concert."

Penny bit her lip. There was a debate within herself as she wondered if she should ask Marion about the strange feeling of familiarity that coursed through her every time she looked at Weiss. At this point, Penny was about 90% sure that she had never met the girl in person. It was that outlying 10% that concerned her. She didn't have any memory of meeting Wiess Schnee, so why was there a margin of error?

But she had suspected for a while that her father wasn't being totally honest with her. He omitted certain details about the Fall of Beacon that should have been meaningless. He had simply said that there was an accident during the Vytal Festival that triggered a wave of negativity and that was what allowed the White Fang to so easily herd Grimm into the city. He refused to go into detail about what that accident was. And to be honest, there were gaps in Penny's memory other than those regarding Weiss Schnee. She suspected that her father knew about these gaps.

Penny took a deep breath, steeling her nerves. There was no time like the present.

"Father," she said, then hesitated. "I've been meaning to ask you –"

"Dr. Polendina."

Who else would it be but Jacques Schnee himself? Dressed as sharp as always in a white jacket with matching pants and shoes, a blue shirt and a lighter blue tie. His son was with him, dressed in a blue vest and shirt, black pants, shoes, and tie. Whitley was standing ramrod straight with his hands firmly clasped behind his back. Were it not for his breaths and his blinking, one could easily have mistaken him for a statue. Jacques, by contrast, was relaxed and perfectly in his element. Scheming while engaging in empty chatter was his forte, after all.

"So good to see you getting out of the lab for a change," Jacques said. He was smiling by the minimum definition of the word. "I know that even I get a little stir-crazy locked up in my office all day."

Marion knew this was a bald-faced lie. He and Penny exchanged a glance, and he sent the android a look of concern mixed with reassurance. The message was clear: they would discuss what was bothering her later.

"I have to respectfully disagree, Mr. Schnee," Marion said. "If one loves their job enough, one finds themselves happily able to work for days."

"If only everyone were as enthusiastic about their work as you are, Doctor," Jacques said. He turned to Penny and regarded her as if this was the first time he noticed her. "And is… _that_ who I think it is?"

"Ah, forgive my manners," Marion said. "You remember my daughter, Penny, I'm sure?"

Penny frowned internally. She certainly didn't remember meeting Jacques Schnee.

"But of course," Jacques said. "Who could forget how much her father loves to talk about her? His favorite creation."

That made more sense. Her father simply talked about her. Nevertheless, Penny added this exchange to the long list of Dr. Polendina's slips of the tongue that triggered her suspicion.

"It's a pleasure to finally meet you in person, Mr. Schnee," Penny said, smiling as always.

Jacques regarded Penny with a look of mild amusement. "Likewise. Now, at this point it would be rude of me not to introduce my own son, Whitley." He used the same tone of voice to introduce his son that one would use when showing off an expensive watch.

Whitley stood a little straighter when his father mentioned his name.

"It's a pleasure to meet you too, Whitley," Penny said, offering her hand to shake. She was proud of herself. So far, she was remembering everything her father had told her about how to act around a Schnee.

Whitley looked at her arm as if it might explode the moment he touched it. He glanced at his father for instruction, and Jacques simply nodded. He quickly shook Penny's hand and took his own away just as quickly.

"Forgive me for asking, sir," Penny said to Jacques, "but I am aware you have a daughter as well. Do you know where she is? I wanted to complement her on her performance today." This was not technically a lie. She genuinely was impressed by Weiss's singing.

Jacques's expression seemed to sour a bit. "She said she was going to get a drink."

"Thank you very much, sir. Enjoy the rest of your night." She turned to Marion and nodded. "Excuse me, father." She walked off towards the refreshments. Jacques's tone had made it blatantly clear that he hadn't believed his daughter, but it was a start.

Penny was so focused on her end goal that even if she were in earshot, she likely wouldn't have reacted to the conversation that followed.

"You didn't correct her."

Jacques turned to Marion in confusion. "Excuse me?"

"Penny said you have a daughter. You didn't correct her and remind her of Winter," Marion elaborated.

Jacques shook his head. "Now, now, Dr. Polendina. Let's not sour the mood by bringing up… undesirables."

Marion nodded. "Ah, of course. Your falling out. My apologies, it's just I see Winter so rarely that it never comes to mind."

"Winter has always been a bit of a problem child," Jacques said. "Nothing at all like your Penny. And might I say, I'm impressed with how well you've trained her."

"She's not a pet, Mr. Schnee," Marion said with a slight smirk. "I raised her the same as anyone else would raise their own children."

He couldn't decide if he wanted to laugh or frown at the look of utter confusion on Whitley's face.

"Well, surely not exactly the same?" Jacques asked. "I mean, after the Fall of Beacon, it must have been difficult working with her. I'm no psychologist, but even I know that memories of your own death would be harrowing indeed."

"I am doing everything in my power to make Penny happy," Marion said. His voice was taking on a darker edge.

Jacques stared at Marion for a moment longer. Then there was a flash of triumph in his eyes. "You mean she doesn't know?"

"I'm trying to put the past behind me," Marion said. "Isn't that supposed to be the theme of this little get-together?"

"My, my," Jacques remarked. He took a sip from his drink while he stared at Marion a moment longer. No doubt to let the Mad Genius take in how inferior he was. "But I suppose it can't be helped. You were never one to face trouble head on."

Marion did not give a reply, as he did not trust himself to say something monumentally stupid given his current state of emotion.

"Still, how easy it must be as well to raise someone like her," Jacques said, turning to gaze around the room as he talked. "If she misbehaves, you can always reprogram her. If she breaks, you can fix her. If she is beyond repair, you can always build another one. Just like you've done recently, in fact."

Jacques turned back to Marion and nearly reacted to the old man's face. His eyes were filled with the most genuine anger Jacques had ever seen. Jacques was both intimidated at the Mad Genius and angry at himself for letting himself be bullied by a man almost half his height.

"With all due respect, Mr. Schnee," Marion said, "shut up."

Their conversation grinded to a screeching halt. Whitley looked between his father and Dr. Polendina with eyes so wide it was a wonder they didn't pop right out of his skull. The empty conversations around them continued, unimpeded by the sudden brick wall of tension.

"What did you just say?" Jacques said, his voice dangerously low.

"My daughter is not an appliance," Marion said. It was taking every ounce of self-control in his body not to snatch that drink from Schnee and throw it in his pale face. "She is not a tool to be discarded if there is no use for her. She is not a weapon to be tossed aside when she's broken. She is a living, thinking, _feeling_ person. She has a personality. She has a sense of self. She is _alive_. Do not ever insult her again by assuming otherwise. I will not be happy if I find out that you have."

Jacques paused for a moment, taking in Marion's deceptively calm rant. "Are you threatening me?"

"Trust me, Mr. Schnee," Marion said, his lips twitching into a grin that did not reach his eyes. "If I wanted to make a threat, you would know."

* * *

Penny did not find Weiss at the punch bowl, or anywhere else along the refreshment table. She asked the servers, but none of them remembered the heiress asking them for anything. She politely pushed through the crowd, tuning out their conversations and just trying to find that shock of white hair, that distinctive extra-long ponytail. More than that, she listened for Weiss's voice. That song just would not leave her head. It demanded for her attention, begged that she listen to the heiress's voice, _pleaded_ that she find out where she had heard it before.

"… breaking the ice. How am I doing so far?"

"You are leaving a lot to be desired."

_There you are!_ Penny thought, excitement coursing through her circuits. She turned towards the sound of Weiss's voice, finding her legs moving without her telling them to. She was speed-walking toward the collection of art pieces at the back of the room, and the crowd was slowly thinning out. Finally, Penny broke through.

There she was. In the flesh.

"Well, I've always appreciated honesty. Henry. Marigold."

"… Weiss Schnee."

She was talking to some boy Penny had never seen before. They shook hands and their conversation continued. Even someone with no social skills whatsoever could tell that Henry Marigold was striking out big time. Weiss's arms were crossed and her feet were pointed away from the boy. She wouldn't even meet his gaze. Everything about her body language broadcast the knowledge that she would rather be anywhere else right now.

"Yeah, kind of pricey for a painting." Henry remarked.

Penny blinked. She had been so busy staring at the heiress that she hadn't even been listening to their conversation. She took a deep breath. No time like the present.

"It's to raise money," Weiss said.

"For what?" Henry asked.

"For what?!" Wiess demanded in disbelief.

"Pardon me for interrupting," Penny said, "but do you mind if I have a word with you, Miss Schnee?"

Weiss turned around, ready to give a biting retort that would be sure to have whoever else wanted to get on her nerves running for the hills.

She froze in place. Her words died on her lips.

Penny Polendina was standing right in front of her. Very much alive.

Admittedly, Weiss hadn't known Penny very well at all. But Weiss could never forget her face. She remembered watching the android get pulled apart by her own strings like it had happened yesterday. Faced with a ghost from her past, Weiss could do nothing but stand stock still, mouth hung open and eyes wide.

Penny frowned. Had she done something wrong? "Are you feeling well?" she asked the heiress. "You seem to be upset."

"Excuse me," Henry said, stepping between Weiss and Penny, "but we were in the middle of a conversation."

Weiss was snapped out of her daze from the annoying boy's attempts to push Penny away. But before she could say anything, Penny beat her to the punch.

"Oh, I noticed," Penny said, nodding vigorously. "I couldn't help but also notice you weren't getting anywhere fast, so I thought I'd step in and save you from any future embarrassment." She smiled sweetly, completely oblivious to the fact that she had just insulted him. "May I please speak to Miss Schnee now? It's a matter of utmost importance."

Henry Marigold stared at Penny Polendina for a moment longer. Then he scoffed and walked away, not even trying to look disappointed at his loss.

"My thorough analysis of your body language and context clues led me to believe that Mr. Marigold was giving you unwanted attention," Penny said, turning to Weiss and smiling. "In a situation like that, is it not proper to try and 'save' you from such advances?"

Weiss couldn't help herself. Her face broke into a wide grin and she leapt forward, wrapping Penny in a tight embrace. Penny, unsure of what else to do, returned the favor.

Weiss held Penny tighter. She needed this. She _needed_ this reassurance that her old life at Beacon hadn't been some glorious dream cut short by a horrible nightmare. She could feel the weight of the year she had spent at the Schnee manor lift from her shoulders with every second they stood there. For the first time in a long while, she could finally _breathe_.

It was after most people would get uncomfortable by the prolonged display of affection that Penny killed the mood.

"Wow, you must like hugs even more than I do!" she remarked.

Weiss laughed. Her first real laugh in almost a year. She stepped back and looked at Penny's face. "I guess I never realized it until now."

"So, do you often hug strangers who save you from flirtatious boys?" Penny asked with genuine curiosity.

And suddenly, Weiss's heart began to sink.

"W-what?" she asked.

"I said 'do you often –'"

"Penny, don't you remember me?" Weiss asked, cutting off the android. "The Vytal Festival? Beacon?"

"I've never met you before," Penny responded. "I think. That's what I wanted to talk to you about. You seem quite familiar with me, even if I don't know you."

Weiss knew it was too good to be true. Just when she thought she finally had some fragment of normalcy back, it was snatched away from her. Her expression became one of disappointment and sadness.

But she still had to be sure.

"Well, to be honest we never really talked much," Weiss said. "It was Ruby who was closest to you."

"Ruby?!" Penny suddenly shouted. "You know Ruby Rose?!"

Weiss stepped back, startled by the sudden increase in volume. "She was my partner at Beacon. We were on a huntress team together. Team RWBY?"

"That's odd," Penny said. "Why would she name a team after herself?"

Weiss opened her mouth to clarify the confusion (one that surprisingly hadn't come up very often before) when she froze again.

A fragment of a conversation had drifted their way.

"… but really, does it come as any surprise what happened to Vale?"

Weiss looked past Penny. The android suddenly looked concerned. "Miss Schnee?"

"They had it coming if you ask me!"

That woman. Blond hair. Tan that was probably fake. Expensive dress and jewelry. Standing rather close to the man that had to be her husband. The very definition of a trophy wife. Penny followed Weiss's gaze and began listening as well.

"Honey…" Her husband tried to put a hand on her shoulder to calm her down.

"What? You said the same thing last night!" Trophy Wife said with that ridiculous smile on her face. She shoved aside her husband's arm. The man, for his part, could do nothing but smile nervously. "If they're so arrogant to think they can get by without proper kingdom defense, then I say good riddance!"

"Shut up!"

The entire hall fell into silence. People's heads were turning towards them. Servers froze in place, unable to stop themselves as they too began craning their necks to find the offender.

It didn't take long for Jacques to notice what was happening and push his way closer. Marion looked to his own daughter with a concerned and questioning gaze. Penny just shrugged and gave a nervous smile.

"Weiss," Jacques said in a low voice. Everyone heard him. A pin could have dropped, and the entire reception hall would have heard.

"You don't have a clue, none of you do!" Weiss continued, ignoring her father.

The trophy wife finally seemed to realize that the angered shouts were directed at her. "Excuse me?!"

The heiress continued her tirade, turning to address every individual in the room. She poured an entire year of sorrow and frustration into every word she said. "You're all just standing around talking about nothing! Worrying about your hair, your money, your stupid 'problems' that don't mean anything!"

And through it all, Penny was watching. The heiress's demeanor had completely changed. Her hands were balled in fists clenched at her sides. Her voice was rising in volume with every word. She was beyond annoyed. It was all so…

_**Familiar.**_

* * *

"_Blaaaaake!"_

_There it was again! The voice of that girl she had met two days ago! And if she wasn't mistaken, the girl was calling for one of her teammates. The Faunus with cat ears!_

_Penny rounded the corner and found them. Red, Weiss and Yellow, but no Black. Red and Yellow seemed to be arguing with Weiss about something. Maybe she could help ease tensions between them? What was a good conversation starter?_

"_It was just an idea!" Penny heard Weiss say in annoyance as she approached. None of them seemed to notice her yet._

"_Yeah, a bad one," Red said as they continued down the sidewalk._

"_Weiss, I think we should hear her side of the story before we jump to any conclusions," Yellow said._

"_And _I _think that when we hear it, you'll realize that _I _was right," Weiss insisted._

"_And I think Weiss's hair looks _lovely_ today!" Penny said._

_All three turned around in surprise. "Ah! Penny where did you come from?!" Red screamed._

"_Hey guys!" Penny said with a wave. "What are you up to?"_

"_Uhhh," was all Red could manage to say. It seemed she was still getting over Penny's sudden appearance. Wait, what was it the General had told her? Not to sneak up on someone if you aren't battling them?_

_Oops._

"_We're looking for our friend, Blake," Yellow explained._

"_Ohhh," Penny said with realization. "You mean the Faunus girl!"_

_They blinked at her. "How did you know?" Red asked._

"_Uh, the cat ears?" Penny said, pointing to the top of her head. Didn't they notice the very obvious and out of place body parts on their teammate?_

"_What cat ears? She wears a… bow." Yellow became quieter as she realized how silly they had all been._

_There was a long silence. A gust of wind blew a tumbleweed past them. All of them were too distracted to question what a tumbleweed was doing in the middle of the city._

"_She does like tuna a lot," Red whispered, more to herself than any of them._

"_So, where is she?" Penny asked, speaking the question that was on everyone's minds._

"_We don't know," Red said. "She's been missing since Friday."_

_Penny gasped. She speed-walked up to Red and grabbed her arms in what she thought was an acceptable grip. Red didn't have the heart to tell Penny that she nearly broke her arms. "That's terrible!" Penny stepped back. "Well don't you worry, Ruby, my friend! I won't rest until we find. Your. Teammate!"_

_Red gave a nervous laugh. "Uh, that's real sweet of you –"_

* * *

"– Penny!"

Penny opened her eyes slowly. She smiled when she found out who she was talking to.

"Sal-u-tations, father! You too, General!" she greeted.

Marion sighed with relief and held a pocket flashlight up to her eyes, waving it back and forth. She squinted against the light.

"Reflexes are fine," Marion said, "nothing seems to have been broken. Penny, how do you feel?"

"A little dizzy, but other than that I'm fine," she said with a nod.

"Penny what's the last thing you remember?" General Ironwood asked.

"Well, I was walking down the street when I saw Ruby and her friends looking for their teammate," Penny said. "So, I of course offered my assistance and –" She hummed in thought. "Well, it all gets fuzzy after that."

Confusion filled their eyes. "You mean you don't remember anything about the concert? The after-party?" Marion asked.

Penny narrowed her eyes in confusion. She opened her mouth to ask what concerts were planned for the Vytal Festival, because she couldn't remember any off the top of her head.

Then she took in the full meaning of her father's words. She looked around. People were standing around, looking very panicked and a bit shell-shocked.

Then it all hit her.

The concert. Weiss. The rest of the concert. Looking for Weiss. Meeting Weiss's father. Looking for Weiss. Meeting Weiss. Weiss losing her patience.

The Schnees were nowhere to be found.

Penny's heart sank.

* * *

**A/N: Alright, now we're getting to the good stuff. Not to say that none of what's happened before now hasn't been good, I've just been getting more and more pumped up with every chapter I write. Can I just say that it is a ton of fun writing dialogue and inner monologue for Penny? She's just so aggressively cheerful.**

**Next time: Penny finally confronts her father about her "past life," then decides she needs an outside opinion.**


	4. Chapter 3: Retrospective

**Edit 12/08/2019: Made some overall adjustments to make the writing more concise and easier to read.**

* * *

"Arrest her!"

Ironwood glanced between the hysterical woman and the dazed-looking Weiss. The girl was still on the ground, head pointed to the floor and hair obscuring her face. Jacques was giving him a conflicted look.

_If I were a betting man,_ Ironwood thought, _I'd wager he's debating if he would mind if I did end up arresting her._

"What are you waiting for, she's insane! She should be locked up!" Trophy Wife screeched.

"She's the only one making sense around here," Ironwood said, giving the woman the same grim expression he always wore.

He heard someone whisper his name. He turned around and saw Dr. Polendina, standing with his daughter and beckoning the General closer. Ironwood holstered his gun and walked over.

"Thanks for the party, Jacques," he said dryly as he passed the silently angry man without looking. Conversation slowly began to pick back up, albeit at a muted tone.

"I don't know what's happened to her, James," Marion said, keeping his voice down.

"Use your words, Doctor," Ironwood said.

"I was watching Penny during… _that._" He waved a hand at where the Schnees were probably still standing. "Before Jacques grabbed Weiss, I saw her just freeze in place! She hasn't moved or made a noise since."

Ironwood took a moment to look at Penny. She was still as a statue. He snapped his fingers in front of her eyes. No reaction. He tried moving her arms. They were stuck in place.

"Any idea what's caused this?" Ironwood asked.

"That's what I'm trying to figure out," Marion said. His fear increased tenfold. "Penny was talking to Weiss before her admittedly impressive outburst."

Ironwood could already see where Marion's mind was going. "You think the conversation triggered some of her corrupted memories?"

"I'd bet my beard on it," Marion said. He glanced back at Penny and raised an eyebrow. "Is she… asleep? Standing up?"

Ironwood looked and saw that Penny's eyes had closed. He tried shaking her lightly and found that her arms could be moved again.

"Penny?" he asked. The android frowned and hummed in discontent.

"Penny!" Ironwood tried again more forcefully. Penny opened her eyes with a gasp. She looked between the General and her father in confusion. No doubt she was trying to remember where she was.

Penny smiled when she recognized who was with her. "Sal-u-tations, Father! You too, General!"

Marion sighed with relief and pulled out a pocket flashlight. He waved the light in front of her eyes and was rewarded with her pupils dilating and a squint. "Reflexes are fine," he said, moving one of her arms experimentally and bending it at the elbow. "Nothing seems to be broken."

"Penny, what's the last thing you remember?" Ironwood asked.

Penny hugged herself and looked to the ceiling as she thought. "Well, I was walking down the street when I saw Ruby and her friends looking for her teammate," she finally said. "So, I of course offered my existence and – well, it all gets fuzzy after that."

Ironwood and Marion exchanged a worried glance. They both knew that she was describing events preceding the incident at the docks where Penny had engaged the White Fang. Events that had occurred _over a year ago_. While it was certainly a promising sign that she even remembered these events, it was also quite troubling that she was describing them as if they had just happened to her. They turned back to the android and Marion asked, "You mean you don't remember anything about the concert? The after-party?"

Penny opened her mouth to respond, then stopped. She looked past the General and Marion. They followed her gaze and saw that she was looking frantically between the various guests. Many were filing out of the reception hall, no longer in the celebratory mood. Others were still standing idly, talking in hushed tones and faces wearing expressions of mild panic.

"Where's Weiss?" Penny asked. The two men turned to her, looking mildly relieved that Penny was becoming more lucid by the second.

"Jacques must have taken her to another room," Ironwood said. _To "correct the problem," as he might put it_, he thought to himself.

Penny looked worried. Then she thought of something and nodded. She had an intense look in her eyes.

"Father, General. We need to talk."

* * *

They left soon after she voiced her request. Not that they would have stayed for very long even if she didn't.

They had returned to Marion's lab. They were seated around his worktable; Penny sat at one end while the other two were on either side of her. None of them had changed out of their formal wear yet, prioritizing Penny's emotional dilemma above all else.

They were all silent. Penny was staring at the table with her hands neatly placed on her lap. Marion and Ironwood were watching her with keen interest. She had asked them to give her a moment to collect her thoughts. That had been five minutes ago. Both men were getting impatient, but they continued to acquiesce to her demand.

Penny took a deep breath and closed her eyes. No time like the present.

"I've been having strange dreams lately," she said. "They're… incredibly vivid."

She opened her eyes and looked between them. Ironwood was unreadable as always. Marion nodded and urged her to continue, concern etched into his features.

"I never remember how they start," she said, turning back to the table. "Something happens that forces me into an arena. I'm fighting someone, but I can never discern what they look like. Then my entire body freezes and my swords are thrown back at me. The strings wrap around me, pulling tighter and tighter…" She looked up. "That's always where the dream ends. It was very painful.

"Sometimes when I wake from these dreams, I have the face of a girl in mind. She has black and red hair, a red hood, and gray – no, silver eyes. Very recently I have begun to think of a name: Ruby Rose. I know she's not the person who attacks me in these dreams, but… I know she's important to me somehow, even though I've never met her before."

She took a moment to take stock of their reactions. Ironwood had his eyes closed and was tapping one of his fingers on the table. Her father was staring at her with a strange look she had never seen before on him. Was that dread?

"Tonight, I approached Weiss Schnee because I thought she looked familiar," Penny continued. "When she saw me… she just ran up and _hugged_ me. Someone who, until that moment, I _knew_ I had never met before. We talked, and she mentioned Ruby. That's when I knew that the dreams I've been having aren't just ordinary nightmares."

She looked Marion in the eye. "Are they?"

Marion continued to stare at his daughter.

"Please answer me, Father," Penny said. "Do you know something about my dreams?"

It broke his heart to hear his daughter's pleading voice. Marion took a shaky breath.

"You are correct, Penny," Marion said. "These visions are more than mere dreams. They are memories."

Penny narrowed her eyes. "But, the dream always ends with me… but how could I remember something like _that? _What are you saying?"

"Penny… you died."

The room once again fell into uneasy silence. Ironwood and Penny were both staring at Dr. Polendina now. The General looked like he was watching a Beowolf preparing to pounce.

"One year ago, you were entered into the Vytal Festival," Marion said, his voice cracking on occasion. "It was intended to be a trial run. To see if you were ready for field work. You performed well beyond expectations. You even made it to the finals."

He took another shaky breath. "You were set to fight a person named Pyrrha Nikos. A student of Beacon. You were both giving it your all. Then… something went wrong. No one is certain on what exactly happened, but Nikos panicked. She activated her Semblance, which allowed her to control metal. Everything proceeded how you remember it happening in your dream. Under the influence of Nikos's power, you were left completely helpless. Your swords wrapped around your arm and your torso." Marion looked at the spots on her body as he pointed them out, remembering what she looked like on the worktable before he had repaired her. "You were garroted by your own strings."

Penny's expression was an unreadable mask. Her father had expected her to be more emotional, but he tried not to let the surprise and relief show on his face.

"Why did you not tell me about this?" Penny asked, her voice carefully level.

Marion hesitated. It was always difficult to admit his own faults out loud.

"I was selfish," he said. "When you returned, I never wanted to think about that day again. I thought it didn't matter because I finally had you back."

"What if I wanted to know?" Penny asked. "What if I felt that something was missing and I wanted to find it again?"

"It didn't matter," Marion simply repeated, a bit more defensive. "I just –"

"So what am I, then?" she asked, her fists clenching in her lap. "A replacement?"

Marion's eyes widened in panic. "No, of course not! You're my daughter, nothing could –"

"Stop."

Penny did not say it very loud. But there was a surprising amount of force behind that one word, force enough to stop Marion's babbling.

The android stood up. "I need to be alone." She walked to the door and it slid open.

"Penny –"

"I don't want to talk to you right now, Doctor," Penny said.

Marion stopped himself just before he rose from his seat. He couldn't move.

She walked away, the door closing behind her. Ironwood watched the door for a long time, trying to picture that cheerful dancing young girl he had seen before. Then he turned to Marion. The scientist had his head in his hands, his body shaking.

"You should have told her everything from the very beginning," he said.

His friend could only reply with a sob.

* * *

Weiss swung her sword in front of her, relishing the feeling of the thin blade slicing through the air. She hadn't even touched Myrtenaster since packing it away when she returned to the manor. Using it felt so easy. Muscle memory instilled in her from all those hours of training kicked in, allowing her to pick it back up again with little issue.

But she didn't need fancy sword techniques to attempt what she was about to do. The sword just there to give her a focus point for her Semblance. Without it, she could still use a very basic version of her glyphs. However, it would be necessary to train herself to take her abilities to the next level.

It was finally time for her to learn Summoning.

She closed her eyes and held Myrtenaster in front of her with both hands. She remembered what Winter had drilled into her during their training sessions.

_Think about the foes that caused you to push past who you were and become who you are._

She instantly thought about the Arma Gigas, the first real challenge she had faced on her road to becoming a Huntress. She envisioned fighting the knight twice her size, wielding a sword almost as impressive. She remembered the blade grazing her face, just barely missing her eye. She remembered that this was finally the moment where she took her goals to become a Huntress seriously. She thought about the look on her father's face when she walked up to him and demanded to be on the next plane to Vale as soon as possible.

Her concentration was broken by a knock.

She opened her eyes just in time to see the glowing white glyph on the floor fade away. She sighed in frustration, stomping to the door (quite a feat for a person wearing high heels). If it was Whitley back to gloat some more, she might actually knock him out, consequences be damned. If it was her father…

Weiss realized she probably shouldn't be carrying sharp objects in her current mental state.

The ex-heiress opened the door to find… nothing. The long hall was empty. She looked around carefully, making sure she hadn't missed something. She closed the door and returned to her previous spot, confused and annoyed. She once again closed her eyes and held Myrtenaster in front of her. Scarcely had she done so when there was another knock. This time, she was paying attention. The knock was coming not from the door, but –

The window?

Weiss put the sword back in its case and threw open the drapes to her room. She gasped at what she saw.

For the second time that night, Penny Polendina was standing before her. She was dressed in her more casual wear, balancing on the windowsill with only the balls of her feet. Weiss found herself admiring the girl's incredible balance.

Weiss unlocked the window and threw it open, allowing a blast of cold night air into the room. Penny quickly stepped inside, allowing Weiss to close the window again.

"Penny, how in Remnant did you –"

Weiss's question was cut short when Penny nearly tackled Weiss to the ground in a fierce hug. The android's hug was tight, but not so tight as to cause injury. Evidently, the girl had gotten better at controlling her strength. Weiss realized that now the roles had been reversed from earlier in the night; it was Penny who was suddenly hugging strangers.

Weiss was about to ask her what was wrong when she felt something strange. Penny was shaking. And it sounded like she was sobbing. She had her face buried in Weiss's shoulder and it didn't seem like she would be moving from that position any time soon. Weiss returned the embrace. She didn't know what had gotten the poor girl so upset, but it was blatantly clear that she needed someone to comfort her.

While she was doing so, Weiss flashed back to something that had happened to her at Beacon. Ruby had a rather annoying habit of just running up and hugging her friends if she hadn't seen them in a while (a while being about five minutes for the excitable young girl). She tended to do this at least once daily. One day, finally fed up with her partner's sudden displays of affection, Weiss demanded to know what possessed Ruby to just hug someone out of the blue like that.

_Well gosh, Weiss, everyone needs a hug sometimes,_ she had said.

Penny let go of Weiss, and the other followed suit. Penny sniffed and began hugging herself. Yet there were no tears on her face.

"I'm sorry," Penny said. "I should have asked first."

"It's fine," Weiss said with a patient smile. "You did the same for me."

Penny gave a rather sad sounding laugh. "I never expected the infamous 'Ice Queen' to be so understanding." She realized what she said and quickly backpedaled. "Sorry, that sounded a bit rude."

"Wait," Weiss said, registering the old nickname from her school days. "Penny… you really do remember me?"

"I do now," Penny said, nodding.

Weiss tilted her head quizzically. "What's that supposed to mean?"

Penny sighed. "Do you mind if we sit down? This could take a while."

They did just that. The two sat on the edge of Weiss's enormous bed and Penny told her everything. Waking up a few weeks ago, the time she spent with her father, the strange dreams, her perspective of the concert, her memories of Weiss suddenly returning. Her confrontation with her father.

"He knew who I really was, and he never told me," Penny said, staring at the ground. "He just wanted me to forget everything from the past like it never happened. Like everything from before I was repaired was a bad dream."

Weiss regarded Penny curiously. "But you don't want to forget?"

"Of course not!" Penny said, looking Weiss in the eye with a fierce expression. "I mean, it's not like _everything_ from my past was bad, right?"

"Well… like I said before, I'm really not the best person to talk to about all this," Weiss said. "It was Ruby you were friends with."

"All I can remember about her is her face and name," Penny said, closing her eyes and picturing the Huntress-in-training. "But every time I think of her, I can't help but feel happy. I want to know why."

"You're a lot like her," Weiss said. "You're both excitable, optimistic… perhaps a bit _too_ trusting for your own good. Ruby always felt kind of awkward around you at first, but after a while, you two really did become great friends." She paused, surprised at what she wanted to say next. "I was almost jealous."

Penny's eyes snapped open and she looked at the ex-heiress in surprise. "_You_ were jealous? Of me?"

"You were able to make friends with Ruby so quickly, but it took me nearly our entire time at Beacon before I warmed up to her." Weiss's cheeks took on a slight pink hue. "I wish it had been that easy for me."

"_This_ is what I'm talking about," Penny said, turning to the window with a far-off look in her eyes. "Yes, a lot of bad stuff happened while I was in Vale, but so much of it was good! My father wants to forget it all, but I don't! When I woke up, I was just a blank slate for him and he was fine with that." She almost choked on her next words. "I'm just a replacement. I feel like I should hate him, but… I can't."

Weiss looked at Penny, empathy welling up within her. It seemed she wasn't the only one having trouble with fathers. She hesitated for a moment, then placed a comforting hand on the android's back.

"Penny, I want you to answer this question truthfully," she said. "Did your father treat you kindly?"

"Of course he did," Penny said without hesitation, looking at Weiss as if the answer should have been obvious. "I've had so much fun these past few weeks, helping him tinker with my backpack and work on his own projects."

"It sounds like he really loves you," Weiss said, proud that she was able to say that without a hint of envy break in her voice. "I don't think he kept the truth from you purely because he was being selfish. I think he just wanted to stop you from getting hurt." Her expression suddenly changed to one of sadness. "A lot of people were hurt after the Fall of Beacon. Ruby fell into a coma, Yang lost her arm, and Blake… she just disappeared. And it wasn't just them who were hurt. You weren't the only friend we lost. I know if I could save even one person from having to relive the pain of that night, I would do it."

Penny gazed into Weiss's eyes, processing her thoughts. She slowly began to realize that the heiress was right. It would be a long time before Penny was ready to forgive her father. But at least now she could understand why he did what he did.

"Besides," Weiss said, her expression and voice darkening, "at least your father is trying to help you."

The change in Weiss's tone was not lost on Penny. "It sounds like I'm not the only one upset about something tonight."

Weiss, in turn, told Penny everything she had missed. Weiss being forced to return to Atlas in the aftermath of the Fall of Beacon, the year she spent in isolation, her perspective of the concert, accidentally summoning the Boarbatusk. Her confrontation with her father.

"He hit you?!" Penny shouted, her eyes widening.

"I barely felt it," Weiss said. She turned away from Penny. "Physically, anyway." Then she felt a shift in weight and looked up. Penny was standing up with a determined look in her eyes. "Where are you going?"

"I'm going to give your father a piece of my mind!" Penny said. Scarcely had she marched one step when Weiss grabbed her shoulder and tried to force her back down.

"Penny, no! Do you have any idea what he'll do if he finds out you entered without his permission?" Weiss asked.

"Don't worry, he won't see me," Penny said, barely managing to stay upright. Weiss was a lot stronger than she looked. "I'll just pop in, break his legs, then pop right back out. He won't even know what hit him."

"Penny, you can't just break my father's legs," Weiss insisted.

"Actually, it will be quite easy," Penny assured her. "I am more than capable of exerting the minimum force required to break a human femur."

"No, I mean what do you think he'll do if he's suddenly assaulted in the middle of the night?" Weiss asked. "What will he do if one of Dr. Polendina's creations enters his home without his knowledge and attacks him out of the blue?"

At the mention of her father's name, Penny finally seemed to realize what Weiss was getting at. Jacques Schnee would _ruin_ Dr. Polendina. A man of his standing would likely have connections everywhere in Atlas, possibly beyond. The Mad Genius would never be able to find work again. Reluctantly, Penny sat back down.

"Speaking of which," Weiss said. "How _did_ you get up here?"

"Oh, getting here was easy," Penny said. "I just flew up to your window. It was finding your room that was difficult. Every window in this place looks exactly the same from the outside!"

"Wait, back up!" Weiss said, an incredulous grin on her face. "You _can't_ fly!"

"Yes I can," Penny said. "I have a jetpack, see?" She twisted around to show Weiss her backpack, which was a lot bulkier than the one she used a year ago.

"Penny, you can't fly," Weiss repeated, though she found herself losing conviction in the statement the more she said it.

"Can," Penny insisted.

"Can't," Weiss retorted.

"_Can._"

"_Can't._"

"_Can!_"

"Prove it."

Penny got a mischievous grin on her face. She stood up again and marched over to the window, opening it again. She climbed onto the windowsill and, without any warning whatsoever, jumped right out.

"Penny!" Weiss shouted, running to the window in worry. She looked down –

Then immediately stumbled backward when Penny flew right past her window. She looked outside again.

Yep. That was definitely the android in green. Wearing a jetpack. _Flying_.

Two wings had ejected from the sides of Penny's backpack with two of her swords secured to the bottom of them. Each was letting out a constant stream of cyan light and, as Weiss discovered when Penny passed by her window again, a lot of wind.

Penny could not stop grinning. Her body was stuck in the classic "flying" pose: arms pointed straight ahead and legs pointed straight behind for maximum aerodynamics. The Altitude Configuration was a fairly recent addition to her backpack that her father had added on one of his more… quirky weeks. By loading Wind Dust cartridges into the energy supply that her swords drew from, she could generate sufficient lift to carry her through the air. The wings were there to add balance, as without them she could only really dash along the ground.

Penny decided that she had shown off enough for the ex-heiress. She did one final loop and turned to fly straight through the window. At the last moment, she retracted her wings and swords and turned so she would end up going through feet-first. Weiss had the presence of mind to back away from the window and allow Penny to get through. Her feet hit the ground and she slid halfway across the room before she finally stopped. She had even struck a cool pose, with her arms raised up behind her, her legs spread apart, and her head down.

Penny stood up straight and gave Weiss a wild grin. "_Can!_"

Weiss had to stop herself from bursting into laughter. She tried to think of some way to tell Penny that was the coolest thing she had ever seen without sounding like a child.

There was a knock on the door. Both girls suddenly adopted panicked expressions.

"Find somewhere to hide!" Weiss whispered, hurriedly shutting the window and throwing the curtains over them. Penny looked around frantically, running in place from her sheer nervousness.

Another knock. "Miss Schnee, are you alright in there?"

"Just a minute, Klein!" Weiss replied, trying her best to keep her voice level. She rushed to the door, giving Penny an impatient look. The android looked around frantically, taking a step in a random direction every second.

Weiss was at the door and took a deep breath. She opened it just enough for her guest to see her face, but not enough for him to see the rest of the room.

Her butler, Klein, was there. His brown eyes were regarding her with concern. "Miss Schnee, is everything alright? I thought I heard voices when I passed by here."

"Everything's fine, Klein!" Weiss responded perhaps a bit too quickly. "Just talking to myself!"

Klein did not seem satisfied, so Weiss reluctantly opened the door some more to allow him to see the rest of the room. Klein poked his head inside and looked around. He took in the furniture his charge had misplaced to make room for her training, as well as the slight breeze causing the curtains to wave slightly. Weiss winced internally. In her panic, she had neglected to close the windows completely.

Still, this seemed enough to make Klein happy. He leaned back outside and gave Weiss a look of annoyance with his red eyes.

"Well just keep it down, will ya?" he asked, his accent inexplicably becoming more rugged. "Some of us are tryin' to sleep."

"Sorry," Weiss said, and she gently closed the door. She took one step away when Klein knocked again. She threw the door open again.

"Yes?" she asked, resisting the urge to snap at him.

Klein yawned, his lavender eyes half-lidded. "I just wanted to wish you pleasant dreams, is all."

"Thanks, you too," Weiss said, almost slamming the door shut. She waited, but there were no additional knocks this time. She sighed with relief. She looked around her room as she walked back to the window. Then she stopped and put her hands on her hips when she saw the hiding spot Penny had chosen.

"Seriously?" she asked, looking down at the android. She had laid down flat on her back and formed her body into a perfectly straight line. The bed was blocking her being seen from the door, but anyone who took a few steps inside would have easily been able to notice her.

Penny gave Weiss a nervous smile. "I tried crawling under the bed, but the gap was too small."

Weiss shook her head in disbelief. "So, do you want to get up?"

Penny paused and seemed to consider the question. Then she nodded. "Yes, I do!"

Weiss, knowing what was likely to happen next, stepped away and allowed Penny some space. Penny then easily jumped to her feet from the rather awkward position on the ground. She frowned. "Do you ever get the feeling that something's happened to you before?"

"Remember when we first met?" Weiss asked. "You were prepared to carry on an entire conversation while lying down on the street. You had to be reminded to stand up."

"Oh yeah, I remember that!" Penny said, her expression brightening at the memory. "But I think I've been getting better at social skills lately."

Weiss nodded in agreement. Then she shuffled her feet awkwardly. "You should probably go," she said with reluctance.

Penny nodded. Then she held her arms out in an invitation. Weiss smiled and did the same. The two girls stepped forward and hugged each other once more.

"Thank you, Weiss," Penny said.

"For what?" the ex-heiress asked, stepping back and looking Penny in the eye.

"For helping me work through some things," Penny replied. "I really needed someone to talk to."

Weiss nodded. "Everyone needs that from time to time."

"Can I visit you again?" Penny asked, opening the curtains and then the window.

"I'd love to have you," Weiss said, "but you can't just come whenever you want. If Klein was any indication, people will be coming in and out of here more often than you'd think."

"Oh, I know!" Penny said excitedly. "I'll give you my Scroll number!"

Weiss tilted her head. "You have a Scroll?"

"I know, crazy to think about," Penny said. "My father wanted to build one directly into my head, but that was a bit weird even for me."

Weiss found herself laughing again. The two exchanged numbers. Then Penny repeated her performance from earlier, leaping out of the window and activating her jetpack. Weiss watched her fly off with a shake of her head. Just when she thought her life couldn't get any crazier…

* * *

Marion sighed and rubbed his face in his hands. The General had left some time ago, to go and attempt "damage control" with Jacques Schnee. The scientist had not left his lab since his daughter had stormed out. He was seated at his computer, staring at his own reflection in the screen, as he had been for quite a while now. He tapped a key on his keyboard and began recording.

"Day 326… 325… 326 of Revitalization," he said with a tired voice. "I have made a grave error."

He took a deep breath. "I have let my own fear get in the way of my work. I thought that by keeping Penny in the dark about her past life, it would save everyone from grief. But I was foolish not to think that the truth would come out eventually. Seems the Mad Genius of Atlas isn't as smart as everyone thinks."

He was so engrossed in his grief, he didn't hear the door open.

"I have failed. I have failed as a scientist by letting my emotions cloud the results of my experiments. Even worse, I have failed as a father by putting my own selfish desires before my daughter's well-being." He didn't even bother trying to stop his tears this time. "I know forgiveness is too much to ask. I don't blame her if it turns out she hates me. I'd feel the same. I just wish I could take it all back."

He gave a gasp of surprise when a pair of arms wrapped around him from behind and above.

"I don't hate you," Penny said, laying the side of her head on her father's shoulder. "I could never hate you. I just want you to be more honest with me."

Marion took Penny's hands in his own. "I'll try my best."

"Not good enough," Penny said. "No trying. Just do it or don't."

Marion nodded. "I promise I will be honest with you, Penny."

Penny held her father tighter. "I love you, Papa."

"I love you too, my little miracle," he replied.

* * *

**A/N: It took everything in me not to name this chapter "Daddy Issues."**

**Surprise! New chapter relatively soon after the previous one. I think I'll give myself another week for this next one, though. ****Also, I just thought I'd clear up some confusion and explain the timeline of events here. Marion first brings Penny back in Volume 4, Episode 2 (Remembrance). In it, Jacques says that "the Schnee Dust Company will be holding a charity concert in the coming weeks," so I translated that time frame to "about three and a half weeks." The previous chapter covered Volume 4, Episode 6 (Tipping Point), while this chapter covered the events immediately proceeding it in Volume 4, Episode 7 (Punishment). Hope that helped clear up some confusion!**

**One final note: Penny's jetpack is not my idea! It was actually used in Chapter 14 of the official RWBY manga! Look it up for yourself, but I haven't read it. Also, expect Penny to make use of other kinds of Dust in the future for some new sword configurations. Leave a review and tell me what you think of all this!**


	5. Chapter 4: Renegade

**Edit 12/08/2019: Made some minor adjustments to make the writing more concise and easier to read.**

* * *

Penny's life had suddenly become much more interesting.

That was not to say that her life before arranging secret meetings with Weiss Schnee was boring. When you're the android daughter of a mad scientist working for the most powerful military force in the world, your life was never a dull moment. Case in point, her father's crazy inventions that she used in everyday life, such as her backpack's Altitude Configuration (she didn't show this off as much so there was less of a chance of being seen by the Schnee Manor's residents) and the Polendina Power Pulser (which Weiss nearly skewered with her sword when Penny tried to demonstrate it, screeching about keeping a low profile).

Now that she had a friend, however, there was something extra to look forward to. Over the following weeks, Penny found she was replacing time spent alongside her father in his lab with time spent helping Weiss train in combat. Weiss returned the favor to help Penny get the hang of using her swords when the android had mentioned she was a bit rusty as well (though when Penny had said as much, Weiss groaned and grumbled something about Yang). Admittedly, they were limited by the lack of space in Weiss's bedroom, even if it was the same size as Dr. Polendina's lab. But it was still worth it to spar with a living, thinking opponent. Atlesian Knights just didn't have that unpredictability factor that people had.

Sometimes, Weiss would get out Myrtenaster not to fight, but to focus on improving her control over her Semblance. Weiss explained to Penny the nature of the Schnee family's hereditary abilities, at least what little the ex-heiress had learned from her sister Winter.

This prompted two things: first, Penny had asked a seemingly never-ending amount of questions about how the Summoning Glyphs worked. How was Weiss able to call upon fallen foes? Did she form some kind of mental link with them that transcended the afterlife? Were these apparitions sentient to some degree? Did they possess physical mass? How much could they think and strategize for themselves? Would they only do as Weiss asked, or were they susceptible to their own instincts? For that matter, had the Boarbatusk at the concert attacked the rude lady because it was responding to Weiss's fury towards the woman or its own Grimm instincts towards negativity? Furthermore –

"STOP!" Weiss had finally shouted, overwhelmed by the inquisitive girl's barrage. "I don't know, okay? It's probably... magic or something!"

Penny had then stopped her line of questioning, meekly apologized, and continued to watch as Weiss summoned a gleaming white sword no bigger than a butter knife.

Second: it prompted Weiss's own set of questions about Penny's Semblance. Penny had no answers to these questions either. According to Weiss, the android had never used her Semblance in her previous life. She had never needed it. In the course of her time at Vale, Penny had apparently sliced through two Bullheads simultaneously with her laser cutters, grounded a third immediately after using her swords' wires, stopped a moving truck with her bare hands, and carried her entire team through the Vytal Festival Tournament virtually by herself. Why bother use a Semblance if you already possessed so much overwhelming power?

That was how Weiss interpreted the situation, anyway. Penny had a very different thought: what if her nature as an artificial life-form meant that she did not possess a Semblance? She had heard her father explain that some believed a Semblance was a reflection of a person's very soul. When Penny asked if he believed that, he had scoffed and called it superstitious nonsense. Penny wasn't sure if she agreed, though admittedly that might have had something to do with the fact that the Mad Genius had been trying to eat an entire bowl of instant ramen while hanging upside down from his worktable at the time.

If the superstitious part of the general populace were correct, one must first have an Aura, and therefore a soul, in order to have a Semblance. Penny certainly possessed the former, but what about the latter? When she had asked her father, he had said yes. When she then asked _why_ he thought that, he merely said "You're my daughter. If you didn't have a soul, I would know it. Now be a dear and go get a mop so I can clean up all this instant ramen I spilled."

Then Penny had asked Weiss. She had shrugged and said, "You certainly act like you have a soul."

And there was the rub. What if it was all some act she was subconsciously putting up? What if she was fooling herself into thinking she had human emotions? When she arrived at this train of thought, she experienced a strange sense of déjà vu. Had she thought about this in her past life?

Penny didn't think on it any more beyond that, as she didn't want to let her identity crisis distract her from enjoying time spent with Weiss and her father.

There was a third activity the girls would engage in. Sometimes, they would just sit down and talk. The subject occasionally varied. Penny would mention some crazy gadget her father tinkered with or a strange activity he partook in. This was good for a laugh, or more of an amused smile in Weiss's case. Occasionally, Weiss would vent about how Whitley (and to a lesser extent, Jacques) would irritate her to no end every day. Penny always listened patiently, as she quickly learned that sometimes all people needed was someone to talk to. It was why she had first approached Weiss, after all.

Most of the time, however, they talked about the past; specifically, they discussed their past lives in Vale (though in Penny's case the metaphor was quite literal). Penny heard all about how much Weiss enjoyed her relative freedom from Jacques Schnee's influence. Penny learned about the rest of Weiss's team members. There was Blake, the quiet bookworm who hid her secrets from everyone but her closest friends. There was Yang, the boisterous fighter with a propensity for bad puns. And, of course, there was Ruby, the team leader. The hyperactive, childish student with relentless optimism. The friend.

The more they talked about their old friends, the more Penny found herself getting frustrated. It was one thing to learn _about_ the rest of Team RWBY, but she still didn't feel she truly _knew _who they were. The only word that could describe this was an itch; her need to know Blake, Yang, and especially Ruby only became more demanding with every nugget of trivia Weiss provided to sate her curiosity.

It was about three weeks of secret meetings later when Penny brought up an idea that had been stirring in her CPU ever since her father told her the story about her death. It was an idea that Weiss had considered a few times herself.

* * *

"Why would _you _want to run away?" Weiss asked, lowering her sword and dispelling the Glyph she had been concentrating on.

Penny paused. That was not the response she had expected. She thought that the Ice Queen might try to discourage her from such a reckless endeavor. Maybe she might offer to go with her. Penny wasn't sure if this incredulous demand was a pleasant surprise or not.

"I don't understand," Penny said. "What do you mean?"

Weiss took a deep breath. "When I was still at Beacon, someone asked me why I wanted to become a Huntress. I told him it was to uphold the Schnee family legacy. And up until I gave that answer, I _knew_ that was my reason for wanting to go to Beacon. And every moment after he asked me that question, I've had doubts. Sometimes I would lay awake at night, staring at the bunk above me and wonder if I was really doing the right thing. What if I was becoming a Huntress for the wrong reason?

"Now I am more sure than I ever have been. I want to become a Huntress and I _do_ want to uphold my family's legacy… but not the legacy my father wants for me. I want to decide for myself what is best, and I want to become a Huntress that I can be proud of. More than that, I want to do something productive and helpful for the greater good. That's why I've been training so hard to perfect my control over my Semblance. That's why I'm going to Mistral. I'll meet up with my sister, Winter. She's the only family I have left."

"What about Team RWBY?" Penny asked. "They're still out there. I'm sure they'd be happy to see you again."

Weiss shifted uncomfortably. "We… haven't spoken since the Fall of Beacon. I don't know where any of them are or what they're doing. With the CCT Tower down in Vale, I can't make any long-distance calls. Maybe when I find Winter, I can use military resources to get in contact with them."

Penny slowly nodded. This girl was a far cry from the irritable Ice Queen she remembered. A lot really had changed in the year that she had been gone.

"You never answered my question," Weiss said. "I have been confined to this room for the foreseeable future because my family hates me. You have a father that loves you and a mentor in General Ironwood. What would make you throw that all away?"

"Isn't it obvious?" Penny asked. "I want to restore my lost memories. Listening to you talk about Ruby and the others has been very enlightening, but I need to see them for myself. I want to know who they really are, in person. And… after hearing what you said, I think I'm starting to agree with you. I want to do something useful as well. Something important and helpful. I can't do that if I'm stuck here." She grinned and held out her hand. "Besides, if we're both going to run away, we might as well run away together."

Weiss glanced at the hand, then back to Penny. Then she returned the smile and shook her hand. "Well said, Penny. But… if we're really going to be doing this, we'll need a way out of the kingdom. Preferably a way that won't involve someone turning us in."

"I think I might know someone who can help with that," Penny said. "But what about you? You need to get out of the mansion. What if I fly you out?"

"I appreciate the offer," Weiss said, "but I don't think it would go unnoticed if I were suddenly carried across the grounds by a girl with a jetpack. To be honest, I'm not even sure how _you_ haven't been detected yet."

"I can be very stealthy when I want to be," Penny said. "So how _do _you plan to get out of here?"

"Just leave it to me," Weiss said. "I've lived here my whole life, I know my way around. At least, I know someone who knows even better than I do. As long as you can get us a ride out of here, I'll be fine."

"Got it," Penny said. She ran to the window and threw it open in her excitement. The sun was high in the sky. Jacques and Whitley would be in town all day, so there was no danger of either of them spotting her in Weiss's room. Penny turned around, the wings on her backpack folding out and her swords sliding into place. "I'll text you later. Be careful."

"Same to you," Weiss said. She waved as Penny dove out the window and flew off.

When she was alone, the ex-heiress shut the window to block out the wind. There could be no distractions for what she was doing next. If she really was running away soon, then she needed to be ready.

She closed her eyes and held Myrtenaster in front of her, like she had done countless times over the past few weeks. She concentrated on the image of the Arma Gigas once again. She was so focused she almost didn't notice the slight breeze that had picked up in her room. She felt the power well up within her but stopped herself from hastily latching onto that feeling. Prior experience had taught her that trying to force the Glyph's power to grow before it was ready would only lead to it fading away. At that point, she'd be lucky to get a Summon bigger than a chess piece.

She let the feeling of power grow on its own and was rewarded with a stronger wind. She found her mind begin to drift to thoughts about her friends. Penny, Ruby, Blake, Yang, Team JNPR, and everyone she had met at Beacon. She felt the words of others echo in her head.

_I see a girl before me who has spent her entire life getting _exactly_ what she wanted._

_Why choose this over a cushy job in Atlas?_

_If you fail to test the limits of what you think is possible, then you'll never truly grow._

_She's the only one making sense around here._

_What do you plan to accomplish locked in your own bedroom?_

And then she heard her own voice,

_I want to decide for myself what is best, and I want to become a Huntress that I can be proud of. More than that, I want to do something productive and helpful for the greater good._

Her resolve strengthened, and the wind began howling in her ears. She opened her eyes, twirled her sword in front of her, and pressed its point into the ground.

The light from the Glyph brightened, the wind causing the very room to shake. Her bookshelves were spilling their contents onto the floor, but even this didn't break Weiss's concentration. There was a great shattering noise as the window burst apart, shards of glass tumbling outside to the ground below.

And then, all at once, the disturbance quieted down, and the room was peaceful once again. The only breeze now was coming through the jagged opening that had once been an ornate window.

Weiss's door slammed open as Klein burst in. "Miss Schnee! Are you alright?!" His worried shouts died in his throat as he saw that his charge was not alone.

Weiss smiled with pride. From her, it was the equivalent of screaming in excitement. "Yes," she said simply. She turned to the other new occupant in the room.

The Arma Gigas was standing before Weiss in all its glory. Every minute detail was accounted for, from the ornate shape of its sword to the chinks in its armor. It was glowing with an otherworldly, alluring white light. Steam curled off the golem as if it had just stepped out of cold storage.

The Arma Gigas bent down on one knee, using its sword to balance, and bowed its head to its new master. Weiss turned to look outside. Penny was long gone.

"Klein," she said, "I need a favor."

* * *

Penny stepped nervously into the lab. Her father was furiously tapping away at his computer, an Atlesian Knight broken into its components on the worktable.

"Hey, Father," Penny greeted as casually as she could manage.

"Hello," the scientist said absently, not even turning to greet her.

"So… um, can I ask you something?" Penny asked, stepping a bit closer so that she was now looking over Marion's shoulder.

"I believe you just did," the Mad Genius said. He smiled. He hadn't realized how much he had missed making Dad Jokes while Penny was gone.

"So, let's say – from a purely hypothetical standpoint, I might add – that someone wanted to… leave Atlas without anyone else knowing about it," Penny said. "And that someone was planning on tagging along with another someone who is leaving with them. How would those someones go about arranging a way out without being detected?"

Marion stopped tapping on his keyboard and turned his chair around. He gave Penny a hard stare. She had phrased her question so strangely that he was still trying to piece it together. "This is a… _purely_ hypothetical question, then?" Marion asked.

Penny grinned, though it looked more like she was trying to press coal into diamond with her teeth.

"Might I ask why these _purely hypothetical_ someones are trying to leave Atlas and why they want to keep it so hush-hush?" Marion asked.

"Well, they want to meet up with their friends from… out of town," Penny said, choosing her words very carefully. "To… catch up on old times. And the reason they don't want to get caught… is because they don't want their loved ones to worry!"

"I hope that these unknown persons realize that suddenly disappearing without explanation is more worrying than simply explaining what they're doing?" Marion asked.

Penny's smile faltered. "Ha ha! Of course! That's a no-brainer!"

Marion gave no reply this time. The two stared at each other, dragging out the awkward silence as far as it could go.

"Well, if I were to set aside my own sense of duty to my superiors – well, what little of it there is, anyway," Marion said, "I'd be willing to tell these unknown persons that they had better get out quick, because Atlas closes its borders tomorrow by General Ironwood's orders."

"C-completely?!" Penny asked in sudden panic. If that was true, then returning to Atlas after recovering her memories would be more difficult than she had anticipated.

"But, I would also be willing to say that there is a single shipment of Dust going out to the military outpost in Argus tomorrow night," Marion said. "And I'd be willing to say that the pilot assigned to that shipment is a bit disgruntled at pay cuts occurring because of the Dust embargo. And that if he were paid a few hundred Lien, he might be willing to turn a blind eye to a few… stowaways."

Penny's eyes widened. She couldn't believe how much information her father was giving her. This was almost too easy. "Would you also be willing to say _where _this pilot is departing from?"

"Hangar Bay 2," Marion said.

"I see," Penny said. She gave a very exaggerated wave, even for her. "Well, thank you for this intellectually stimulating conversation about a completely hypothetical situation, Father!"

"You're welcome," Marion replied with a half-smile. "I do enjoy our little talks."

Penny turned around to leave, moving perhaps a bit too hastily.

"Penny."

The android froze at the door, turning slowly around at her father's somewhat worried tone. The man was leaning back in his chair, looking quite tired. Penny was suddenly reminded of how old her father really was.

"Would I be correct in assuming that one of these hypothetical persons is you?" he asked.

"Of course not! _Hic!_" Penny's eyes widened in surprise and she covered her mouth.

Marion raised a single eyebrow. Penny shuffled her feet awkwardly and put her hands stiffly to her sides.

"Well, since you are _definitely_ not running away from home without my knowledge," Marion said, "I surely don't need to tell you that I completely respect your decision to pursue your lost memories. And I positively do _not_ need to say that the world is a scary place and you should be careful. And I _don't_ need to remind you that I love you more than words can say."

Penny stared at her father. She hesitated for just a moment. Then she rushed forward, throwing her arms around him. With a patient smile, he returned the gesture.

"I _will_ come back," Penny said. "I _won't _leave you alone again."

"I thought you said you _weren't _leaving," Marion said.

"Uh, I'm not. _Hic!_" the android replied, fumbling over her words to try to save face. "It's just, if I ever _do _have to leave for some reason, I just wanted you to know that I will come back."

"Look at me."

Penny backed away and looked Marion in the eye. She had never seen a more serious look on the man's face in her life. It was such a far cry from his usual manic, mischievous self that she had to remind herself that she was still looking at the same person.

"Promise me you'll come back in one piece this time," he said.

Penny took a deep breath. She met his gaze with an unwavering stare of her own.

"I promise," she said.

"And if you do happen to run into trouble that you can't run from?" Marion asked.

"Don't worry, Father," Penny said. "I am combat _ready!_" She smiled and gave a salute.

"That's my girl," Marion said. They exchanged a high-five and Penny turned around to leave, her pace noticeably less rushed.

The door to the lab slid open, and Penny jumped at the sudden appearance of...

"EEK! General!" Penny screamed in a high-pitched squeal.

Ironwood furrowed his eyebrows. "Something wrong, Penny?" he asked.

"N-nothing, just shocked to see you is all, well bye!" Penny stammered the words out at a mile a minute, sidling past the General and sprinting down the hall.

Ironwood watched her go with a confused stare. "What was that all about?"

"My daughter and I were having a conversation about a purely hypothetical situation," Marion said, reaching behind himself and pushing a chair in the General's direction. "Care to hear about it?"

Ironwood caught the chair and sat down. "Go on."

* * *

Penny stood with her hands on her hips, a look of slight impatience on her face.

"Is your friend coming or not?" the pilot asked, counting his money for perhaps the dozenth time that night.

"She'll be here," Penny insisted.

Hangar Bay 2 was completely empty save for the ship, its pilot, and its first passenger. The moon shone through the massive opening that could fit multiple Bullheads side by side with room to spare. It was all quite impressive, and Penny probably would have appreciated it more if she weren't so impatient right now. Just to be sure, Penny reached into a side pocket on her backpack and pulled out her Scroll. She browsed through her messages, assuring herself that she had made the directions clear.

_P: Hangar Bay 2. Meet me there at 11:00 p.m. Bring a few hundred Lien to pay off the pilot. Unless you want me to pay for you._

_W: I'll pay for myself. Thank you, though._

The ex-heiress had received the message. So what was taking her so long?

Just then, they heard it: the distinctive clacking noise of high heels on a hard floor. The two looked to see Weiss approaching from a side door. She held Myrtenaster in her left hand, and a briefcase in the other. She caught Penny's eye and gave the android a nervous smile. Penny returned the gesture.

"You forgot to mention your friend was Weiss Schnee," the pilot whispered into Penny's ear.

"Is that a problem?" asked Penny, giving the pilot a stone-faced glare.

"Of course not," the pilot replied quickly.

Weiss stopped and put down her case, then reached into a pocket on her combat skirt and pulled out several Lien notes. The pilot took them and quickly shuffled through them to be sure. Satisfied, he nodded and led the girls onto the airship.

"You can hide in the cargo hold," he said. "I'll take you as far as I can, but if we get caught, you're on your own. Understand?"

Penny and Weiss turned to each other and nodded. They had made their decision already.

"Alright," the pilot said. "If you need me, I'll be on the bridge. Obviously." With that, he stepped through a doorway and out of sight. The door raised up and sealed shut not long after. Penny and Weiss settled themselves on crates opposite each other as they felt the ground under them rumble from takeoff. Without another word, Penny took off her backpack and pressed a button on its side. The panels on the back opened up and she took out a sword, as well as several tools, and began tinkering.

If there was one thing Penny and her father had in common, it was their love for machines. When Penny found herself stressed, she would find her hands instinctively pulling tools from her backpack so she could mess with the circuitry or the wires on her swords or some other function. It helped that the backpack itself was a lot more than the simple carrying case for her swords that it had been a year ago. It was an effective storage unit for carrying anything it could fit. There were the folded wings of her Altitude Configuration. And a few other things she had been working on adding. Yes, when she was stressed, Penny had a lot of options on what to tinker with.

Right now, she was feeling _very _stressed.

"It's strange to leave after being here for so long," Weiss said.

Penny looked up, momentarily snapped out of her tinkering frenzy to address the ex-heiress. She was staring out the window, the pale moonlight illuminating her face and highlighting the far-off look in her eyes. She was watching the military base quickly disappear behind them.

"I imagine it's even crazier for you," continued Weiss. "You don't remember the last time you left home, do you?"

Penny shook her head. Then, despite the turmoil she felt, the android gave a small smile. "It's okay," she said. "I'll come back eventually. I have a promise to keep."

Weiss turned to Penny, returning the smile for a moment. Then the two of them went back to their respective tasks.

They were so absorbed in their thoughts that they didn't even notice one of the crates shake ever so slightly.

* * *

"She locked you in with him?!" Marion demanded, an incredulous grin on his face.

"Yes, Marion, thank you for repeating what I just said back to me," Ironwood said, rubbing his ear. The acoustics of the lab were not conducive to his headache.

"Sounds like something out of a horror movie," the scientist continued, stroking his beard. "Locked in a room with Jacques Schnee, with two options: break out, or die from the pressure of all that… Jacques-ness!"

"You seem to be taking the news that your daughter ran away with Weiss Schnee rather well," Ironwood said.

"Well, as we established earlier today, it wasn't really news to me," Marion said.

Ironwood held Marion's gaze. "I know you, Doctor. I know something's wrong."

Dr. Polendina sighed. "I'm just doubting myself is all, nothing unusual. It's just… are we doing the right thing, letting those girls run off like that?"

"Would you rather willingly force Weiss to stay in that household?" Ironwood asked. "Are you fine with letting your daughter live in the dark about her past for the rest of her life?"

Marion sighed. "I suppose you're right. Gods, this whole ordeal is making me pine for the days of my youth. Back when the most complicated question was 'Which side of the Beowolf has the least armor?' instead of 'Is it okay to let your only child risk her life to restore the memories she had before she died?'"

"Life is never simple," Ironwood said. "She's just going to Mistral, arguably the only stable kingdom left in the world other than Atlas. It could be worse: she could be going to Vacuo."

Marion shuddered at the thought. "Yes, Vacuo, where the only real source of authority is a man even crazier than I am. How is Anen Ceph these days?"

"I haven't heard from him since the Fall of Beacon," Ironwood admitted. "Then again, it would be extraordinary if the man even noticed Beacon had fallen."

"We're getting off topic," Marion said, frowning at a sudden thought. "You're sure the student you sent after them is good enough backup?"

"Her loyalty is certainly not in question," Ironwood said. "She can be a bit eccentric at times, but she has a good heart. She is my best and my worst student."

"Okay, James," Marion said, "try that last sentence again, but this time in a way that makes sense."

"She is my best student in that she is one of the best combatants in Atlas, better than some graduated Huntsmen and Huntresses," Ironwood elaborated. He sighed. "She is also my worst student in that she flouts protocol and routinely breaks the dress code."

"How so?" Marion asked.

"Well…" Ironwood shook his head at the absurdity of what he was thinking of. "She's very fond of a pair of roller skates…"

* * *

Neon Katt held her nose as she fought the urge to sneeze in a crate full of Dust crystals. It would not do to have all those hours of stealth go to waste because she accidentally exploded.

* * *

**A/N: Step 1 of getting through writer's block: force yourself to do _something_. Step 2: Create an environment of inevitability. An environment where you have no other options but to write.**

**Those are two very important lessons I've learned firsthand this past week.**

**So yeah, this chapter didn't have much of anything mind-blowing or earth-shattering like last time, it's just establishing some basic stuff. I think I did get in some good character development, but I suppose that's up to you to decide in the end. Some not-so-subtle foreshadowing to Penny's abilities and shaking things up by bringing in arguably the most random character in RWBY: the one based on Nyan Cat. I am going to have so much fun with writing about her.**

**Anyway, leave a review and tell me what you think. Next time: the two runaways discover their little stowaway and have a long talk about just who she is.**

**PS: In case you're curious, I got the name for Vacuo's Huntsman Academy Headmaster (Anen Ceph) from the word "anencephaly," which is a condition where a person is missing a large portion of their brain. I bet you can guess what that's referencing.**


	6. Chapter 5: Reacquaint

**Edit 12/10/2019: Made some overall adjustments to make the writing more concise and easier to read.**

* * *

Penny sighed in satisfaction. At last, the finishing touches on the first modification to her backpack were complete. As she put away her tools, she looked outside and was startled to find not the starry night sky but the uncertain light of dawn. It seemed she had forgotten to sleep. Further observation of the cargo hold revealed that Weiss was gone and the ship had stopped moving, likely so the pilot could get some rest.

It occurred to Penny that her father would record himself at a time like this, explaining what he had done and how cool he thought it was. Then there was a good chance something would blow up behind him. She remembered there were times when he would stay up all night just like she had done, working on this and that.

Thoughts of her father caused a sensation that a human of flesh and blood would describe as their heart sinking. For Penny, it felt more like her Aura Furnace was suddenly chilled. She chastised herself for feeling homesick after being away from Atlas for less than a day. Then a wave of inspiration hit her. She had thought of a possible way to alleviate her homesickness. Penny reached into her hoodie's pocket and pulled out her Scroll. She switched to the camera function and pressed record.

"Let's see, how did he start it again?" Penny said to herself. "Uh, Day 1 of… what should I call this? Reconnaissance? Let's go with reconnaissance.

"I have decided to start a video log of my travels across the world to recover my lost memories. Okay, now what do I say? Um… I stayed up all night tinkering with Crickette. She says that the modifications feel right, but I'm not in the optimal environment to test them. I doubt our pilot friend would be willing to let me throw my swords around in the cargo hold. There's a lot of volatile material here."

Penny paused, looking to the side in thought. "You know, I thought I'd have more to say. I mean, aside from tinkering, all I've done is sit on a crate. Oh well, the day only just started. I'm sure something exciting will happen eventually!"

Penny's smile faltered and her expression became somewhat downcast. "I really miss you, Papa."

"What are you doing?"

Penny yelped at Weiss's sudden entrance. She hastily stopped recording herself, nearly dropping her Scroll in the process.

"Just talking about our progress!" Penny explained. "I mean, I didn't say much because we only just started last night, but I just want to look back on this in the future and… yeah!"

Weiss raised a single eyebrow.

"Penny, you don't have to hide being homesick," she said.

"Homesick? Whatever gave you that idea, I'm not – _hic!_" Penny had the grace to look embarrassed. "Okay, yes, I miss home. Please don't be mad."

"Why would I be mad?" Weiss asked, sitting down next to Penny, carefully sliding the backpack behind them. She grunted in surprise at how heavy the thing was.

"It's just… I know you didn't have the best home life," the android said, not meeting Weiss's eyes. "I thought if I showed that I miss Atlas, then it would be rude for making you remember being stuck there. I'm getting better at my people skills, but I still need so much work."

Weiss nodded in understanding. "I know how that feels. I spent most of my first days at Beacon pushing everyone away." She put a comforting arm around Penny's shoulder. "You don't have to worry about making me upset. You shouldn't have to hide how you feel. Trust me, I speak from experience."

Penny turned to Weiss with an unsure look. "Are you sure?"

"Positive," the ex-heiress said without hesitation.

Penny smiled. "You know, I've effectively only known you a few weeks and yet I feel like we're already great friends."

"I certainly hope so," Weiss said. "So, who's Crickette?"

"Oh, you heard that?" Penny asked. Her spirits were already lifting at the mention of her technological prowess. She reached behind them and pulled the backpack onto her lap. "I've been making some modifications to my weapons systems ever since we met. You've already seen the Altitude Configuration, which uses wind Dust to create lift and allow me to fly. But that made me think: what if I could adjust my weapons to work with _any _kind of Dust? And, since we're surrounded by Dust anyway, I decided to get to work on it! I've already managed to create a second configuration with ice!"

"Is that… legal?" Weiss asked. "This is all Atlas military property in here."

"Well, if you want to be technical, I'm Atlas military hardware as well," Penny said with a grin. "So it all works out."

"True enough," Weiss said. "But you still haven't mentioned who this 'Crickette' person is."

Penny gave her a confused look. "She's my backpack."

"Oh, you finally named your weapons?" Weiss asked.

"What're you talking about? I didn't name her, she named herself," Penny said.

Now Weiss was the one with the confused expression. "Wait. Penny, do you talk to your backpack?"

"Yes," Penny said. "Didn't you say Ruby talks to her scythe all the time?"

"Yes, but she doesn't usually act like it talks back to her!" Weiss said. Then she looked a bit unsure. Admittedly, Ruby talked to Crescent Rose when she thought no one was looking and Weiss usually stopped paying attention after her partner called it "my precious." For all she knew, maybe Ruby _did_ think her weapon could talk back to her.

"Wait, you mean you can't hear her?" Penny asked.

Weiss decided to stop this line of questioning and dismiss it as just one of Penny's quirks. She lived with a mad scientist after all. For all Weiss knew, maybe Dr. Polendina also talked to his machines. "So, do you want to show me how it works? Your new configuration, I mean?"

"Well, certainly, but I don't think it would be a good idea to activate it in such an enclosed space," Penny said. Her expression perked up suddenly. "Though, since we have time, I would like to see if I can fix Crickette to work with fire Dust now. Where is that kept?"

"That crate there," Weiss said, pointing to one identical box of many on the other end of the hold. She kept talking as Penny rose to investigate. "Can you describe the modifications?"

"I call it Ray Configuration," Penny said, opening the crate. "It's best used in…"

Weiss stood up slowly as Penny trailed off. "What's wrong?"

"Was there more than one friend of yours that wanted to run away with you? Besides me?" Penny asked.

Weiss quickly walked to Penny's side, fearing she knew what the android saw in that crate. Her suspicions were confirmed when she saw for herself.

There was a girl who looked about their age sleeping in the crate, using the pile of fire Dust crystals she was laying on to heat her in place of a blanket. Her red-orange hair with blue streaks was done up in pigtails, two large ones on top and two small ones underneath those. Her outfit left little to the imagination: a midriff-baring tank top over a dark purple bra along with matching skirt and short shorts. Nunchaku were hanging off her hip, but even that seemed less out of place than the pair of red roller blades on her feet. A long cat tail the same shade of orange as her hair swished back and forth idly. She was snoring peacefully, blissfully unaware of the danger she was in.

"Do you know her?" Penny asked.

"She looks familiar," Weiss said with a frown. "It's hard to forget someone so… brightly colored."

Weiss tapped the girl on the head, her left hand resting at Myrtenaster's hilt. "Hey, wake up!"

The girl frowned and turned over, the Dust crystals clinking together as she stirred. "No… Five more minutes, Flynt."

Weiss, finally fed up, shook the stowaway hard. "Wake up!"

Her eyes fluttered open. The cat girl sat up and stretched her arms with a yawn. "Are we there already? That was almost as fast as I am."

"Do you know where you are?!" Weiss asked incredulously.

The girl blinked. She looked between Weiss, her face filled with annoyance, and Penny, who waved hesitantly.

The girl screamed and leapt an impressive height out of the crate, landing with a spin behind the other two. Weiss turned and drew her sword in one fluid motion. Penny turned around and… realized she had left her backpack on the other crate. She awkwardly balled her hands into fists and attempted an intimidating fighting stance.

The girl put a hand on her nunchaku but did not draw them. She held out a hand to try to placate the Ice Queen. Weiss responded by raising her sword a little higher and switching the Dust in the revolver chamber to yellow. "Explain who you are right now, or I will electrocute you."

"Easy there, princess!" the girl said, her tail standing straight up in fear. "I'm a friend, alright?"

"I'll be the judge of that," Weiss said. "Do you have a name?"

The girl froze for a second. Then she stood up straight out of her fighting stance. "You don't remember me?"

Weiss responded with a glare.

"We fought at the Vytal Festival."

Weiss tilted her head.

"I called your partner top-heavy."

"Be more specific," Weiss said.

The girl sighed in frustration. "You pushed my partner into a lava geyser."

"Lava geyser?" Penny suddenly piped up. "Don't you mean volcano?"

"No, I mean lava geyser," the stranger said.

"You're Neon Katt," Weiss said. "Part of Team FNKI?"

"Finally!" Neon shouted in frustration. "I was starting to think you'd never get it!"

Weiss lowered her sword but did not put it away. "Why are you here?"

"Trust me, it's not by choice," the stranger responded. "I'd _much_ rather be flying first class. Slumming it on a cargo ship? Talk about a low-budget flight. No food or movies… I had to sleep in a box for crying out loud!"

"Why are you here?" Weiss repeated more forcefully.

"Tell you what, Ice Queen," Neon said, "I'll explain if you put away your shiny toothpick. Sound good?"

Weiss sighed. She finally had to admit that this eccentric girl didn't mean them any harm. She fastened Myrtenaster back to her hip and sat down on another crate, Penny quickly moving to sit next to her. "Make it quick."

"Trust me, I'm all about being quick!" Neon bragged. She sat on a crate opposite them, casually crossing her legs. "Okay, it all started yesterday afternoon…"

* * *

Neon whistled to herself as she roller bladed down the hall. It was the weekend, which meant no classes, but she still had something very important to do. If asked, she would claim her life depended on it. While the hyperactive girl certainly felt that way, this was more of an exaggeration than anything serious.

"Miss Katt."

Neon fell silent and slid to a stop almost instantly. She instinctively rose to stiff attention and adopted a serious expression. "General Ironwood, sir!"

"At ease," Ironwood said, approaching from a side hall. He was frowning and looking down at the student's choice of footwear. "What have I told you about skating in the halls?"

"Nothing, sir," Neon replied. She wasn't at attention, but she was trying very hard to keep her face serious. "I do remember you saying not to use them during class. Good thing it's a Saturday, huh?"

Ironwood held back a sigh. "You're lucky I have more important matters to discuss with you, Miss Katt. Follow me."

As they walked to Ironwood's office (or rolled in the student's case), Neon couldn't help but imagine the worst. Had something happened to one of her teammates? If that were the case, Ironwood would have approached her leader first, right? Unless Flynt was the one in trouble… but Neon quickly dismissed this idea. She knew for a fact that her partner was in no danger right now. Was _she_ in trouble for something? It was the most likely scenario she could come up with. So, what had they caught her doing this time? Vandalism? No, she always made sure the graffiti could never be traced back to her. Skipping class? No, it was the weekend, she had no class.

_Wait,_ she thought,_ did I forget to turn in my library book?!_

"Katt!"

Neon had been so absorbed in her worrying, she hadn't even noticed that they had made it to the General's office. It was on the same level as the hall she had been skating down moments ago: almost the exact midpoint point of the academy, an equal amount of floors above and below them. Ironwood's military training had instilled in him the importance to be able to respond quickly to danger, even if it existed within the school's walls. Thus, he had placed himself in the optimum position to respond to any problem anywhere in the school that needed his attention.

As for the office itself, it was as practical as the man who used it. The desk/massive touch screen was clear of any distractions, his books were organized neatly on a small shelf next to it, and the window behind the desk opened onto a balcony that oversaw the campus's outdoor training grounds. The grey walls were decorated only with a few awards. Ironwood lived a spartan lifestyle, a fact that was plain to anyone who walked into his office.

"Sorry, sir!" Neon said.

"I was telling you to relax," the headmaster said. "You're not in trouble for anything." _Nothing I know about, anyway,_ Ironwood privately thought.

"So what's the deal then?" Neon asked. "Can we make this quick? I've got some important business to take care of."

Ironwood raised a single eyebrow. Neon shifted uncomfortably in her seat.

"Uh, ahem. I mean… What seems to be the problem, sir?" Neon asked, this time keeping all impatience out of her voice.

"Thank you for asking," he replied. He tapped a few keys on the desk's touch screen and a holographic screen appeared in front of Neon. The screen displayed the face of a pale girl with blue eyes and white hair tied into a long ponytail on the right side of her head.

"I am sure I don't need to tell you who this is," Ironwood said.

Neon nodded. Weiss Schnee's face was easily recognizable to anyone in Atlas (particularly those of Faunus lineage, though in their case it was for more unfortunate reasons). Even more so now than a few weeks ago; everyone had heard of her mental breakdown at the SDC's charity concert and her subsequent renouncement of her inheritance. Of course, there was also the fact that Neon had a vivid memory of the ex-heiress shoving her partner into a lava geyser during the Vytal Festival.

Upon seeing his student's nod, the General pressed another set of keys and a second photo appeared next to Schnee's. This one was of another girl of fair complexion, though nowhere near the level of paleness that all Schnees shared. She was smiling, brightening her green eyes and making the freckles on her cheeks more pronounced. Her orange hair was shoulder length and decorated with a pink bow on the back of her head.

"Do you recognize her?" Ironwood asked.

Neon leaned forward, racking her brain to figure out why this girl looked so familiar to her. She certainly didn't remember meeting her in person. Was she famous? Had she appeared on TV or…

Then she remembered. "That's Penny Polendina, right? The robot girl?"

"Android is the technical term, but yes," Ironwood said. He paused, thinking of how to phrase his next sentence. "How would you react if I told you she is alive?"

Neon leaned back in her seat, stopping herself from saying the first thing that came to her head (_I'd ask if you had a screw loose, sir_) and thinking through this critically like she imagined Flynt would. She had clearly seen Polendina die; the event was broadcast to the whole world, after all. It was rare someone came back from being cut in half. But Ironwood was of a sound mind and had no reason to lie to his students about something like this. If he claimed the girl was alive, then she had to take it as fact. Neon settled on the second question she had thought of, as it was much more polite.

"I'd ask why exactly no one has heard about this until now," Neon finally said. "And why you kept it a secret. And what it has to do with me."

Ironwood nodded. "You're asking the right questions, Miss Katt. Truth be told, Dr. Polendina and I aren't actively trying to keep this matter a secret. But we don't intend on announcing it to the world, either. Why do you think that is?"

Neon didn't have to think too long to come up with an answer this time. "I think Penny Polendina would have a much better life if she didn't have to worry about passing someone on the street and hearing them whisper 'look over there, it's that girl who died at the Vytal Festival.' Something like that, anyway."

Ironwood nodded, but he made no other affirmation that this was his and the Marion's reason. "As for what this has to do with you, it is related to your next mission."

"I wasn't aware I had a mission coming up, sir," Neon said.

"Well now you are," the General replied. "Miss Schnee and Miss Polendina are planning on leaving Atlas tonight without anyone's knowledge. They most likely intend to rendezvous with military personnel in Argus and use their resources to find Miss Schnee's former teammates."

"So what's my job, then?" Neon asked. "Dress up like a flight attendant and offer them refills on their drinks?"

"Your mission is to follow and observe them," Ironwood said, ignoring the cat girl's sarcasm. "Take whatever action you deem necessary to ensure their safety."

"And bring them in?" Neon asked.

Just then, Neon noticed a strange twinkle in Ironwood's eye, one she did not remember ever seeing on his grim face before: a look of mischief. "If you deem that necessary."

Neon suddenly got the sense that the General was choosing his words very carefully. She could not pinpoint the reason, but the suspicion was there nonetheless. However, her thoughts were overridden by her noticing something else about his word choice: the fact that he was talking as if her team was not a factor in all this.

"Shouldn't my whole team be here for this mission briefing, sir?" Neon asked.

Ironwood frowned. "I'm afraid not, Miss Katt. This is a solo mission, and one that is off the record at that. We can't let anyone know that we have advance knowledge of this… 'escape' attempt. You must keep a low profile, and one person can manage that better than a full team. I will come up with a suitable excuse for your absence. You cannot bring your team, and you cannot call for backup. You will be on your own."

Neon frowned. "I'm guessing I don't have a choice in whether I accept this mission or not?"

Ironwood raised an eyebrow again. "You tell me."

Neon felt her heart begin to race. This was her first solo mission since joining Team FNKI. She was nervous and a little scared, of course. Who wouldn't be in this situation? But she wasn't at all surprised to find that she was very excited as well. The thrill of being on her own, of being as far away from home as she had ever been, of making her own decisions and fighting tooth and nail for her own survival… now _that_ was an adventure she couldn't pass up.

"I'm in," Neon said with a grin. "On one condition, though: I want to tell my team leader what I'm really up to."

"That is acceptable," Ironwood said. "Go prepare for departure immediately." He paused as Neon rushed to the door, leaving a rainbow trail in her wake. "Might I ask what important business you had to take care of earlier?"

Neon's grin widened at the thought of what she had to do. "Just a little jazz concert is all."

* * *

"… So, I met up with my team leader – you remember him, he's the trumpet player – explained what was happening, he promised to tell my other teammates the real story. I snuck on this ship, hid in a crate, and… well, here I am!"

By the time Neon had finished her story, she was now on her side with her head propped up on her arm. Her tail was curled into a spiral and sticking up in the air. Weiss had rested her chin on her hands and her elbows on her knees. Penny had recovered her backpack and was holding it tightly like it was a plush doll.

"So, what you're saying is the General sent you to spy on us?" Penny asked.

"I mean, technically you could call it spying," Neon said, holding her hand out to concede the point. "I prefer to think of it as sneaking into your life."

"That is basically spying, though," Penny said in confusion.

"Penny," Weiss said. "A word?"

Penny looked to Weiss, seeing exasperation in her eyes. She gave Neon an apologetic wave, which the cat Faunus returned lazily. Weiss and Penny walked some distance away, hiding behind a stack of crates and lowering their voices so their stowaway could not hear them.

"What are we going to do?" Penny whispered.

"I don't know, I didn't account for this," Weiss replied. "This changes everything, and not in a good way."

"Does it? She did say she's willing to help us," Penny pointed out.

Weiss sighed. "I just don't know, Penny. This is all so confusing."

"What's confusing?" Penny asked. "General Ironwood sent Miss Katt to observe us and bring us in if we're overwhelmed."

"That's just it, though," Weiss said. "Remember how she said he worded it? He said, 'if you deem that necessary.' Now, look at that girl right now and tell me if you think she follows the rules one hundred percent of the time."

Penny leaned back to look around the stack of crates. Neon was now lying on her back, idly twirling her nunchaku above her head. She threw them in the air and tried to catch them. The weapon landed squarely on her nose.

"I mean," Penny said, leaning back in, "it's hard to judge someone on appearance and mannerisms alone."

"Even so," Weiss said, "the way Ironwood said that, 'if you deem it necessary.' It's almost like he's begging her to find a loophole in that statement. Like… like he knew she wouldn't try to do so immediately."

"What're you saying?" Penny asked. "That the General doesn't care that we left?"

"No," Weiss corrected. "I'm saying the General knows we escaped and is trying to help us in whatever small way he can. Think about it. If he publicly helped two runaways after being so vocal about closing Atlas's borders, he'd look like a hypocrite. Sending one Huntress in training to aid us who won't be missed among the hundreds of others at the Academy might be the only thing he _can_ do."

"Do you really think that's his plan?" Penny asked.

"I can't say for certain," Weiss said. "But it's the best I can come up with. Which still leaves the question of what we're going to do with Neon Katt…"

Meanwhile, as the two runaways decided the fate of the stowaway, the cat girl was lost in thoughts again. She couldn't help but think back to the last conversation she had with her team leader/partner before leaving for her mission. Before she knew it, Neon was reliving that moment in her mind once again…

* * *

Flynt Coal loved being a Huntsman, but he loved being a musician even more.

There was something about it, the way he was able to express himself in a deeper way than with words alone, that made him feel truly alive. Blaring out note after note on his trumpet in a particularly exciting piece gave him a rush that no fight to the death could ever replicate. Finishing a slow, methodical song gave him a sense of release beyond description. Music could make him feel any emotion as long as he played the right piece. From the moment he had figured out how to use his trumpet to weaponize sound waves, he had made up his mind on how to live his life: he would become a Huntsman, then retire to play in some quiet jazz bar in Atlas.

Speaking of performance…

Flynt let the last chord echo through the recital hall, relishing in the way it petered out. His audience, consisting mostly of students who had heard of the academy's very own virtuoso, gave their applause. Technically, Flynt never announced when he would play music; people just showed up to watch of their own accord. In the beginning, only a handful had appeared to watch him practice. Over time, word of his talents spread, and the hall would be filled up more and more every subsequent weekend. After all, there wasn't much else to do on a Saturday for an Atlas Academy student other than train. Flynt couldn't care less how many were in his audience. He just played in the rarely-used recital hall because he liked the acoustics. Even so, he couldn't help but feel a swell of pride when he saw he had a near full house today.

Flynt took a bow, followed closely by the other identical members of his Killer Quartet. When he rose and looked at the audience again, he felt his happiness swell when he saw a certain someone standing in the back and clapping with more vigor than anyone else. Frankly, it would have been hard to miss her; Neon Katt stood out in a crowd more than a Goliath in a Beowolf pack.

"Thank you all for coming!" Flynt called when the clapping died down, his clones phasing into his body. "But I think I'll call it quits early today."

There was a chorus of disappointed groans, but everyone clapped a second time anyway. Flynt responded with a tip of his hat, then he placed the instrument in its case. People went about their business as he stepped down from the stage, some leaving immediately while others mingled for a minute. The musician paid them no heed; he was too busy sharing an easy smile with his partner.

"I was afraid you weren't going to make it, Katt," Flynt said.

"You know me," Neon said, gesturing with finger guns, "I always get where I'm going eventually. You see Krane and Icarus anywhere?"

"Probably off doing who knows what," Flynt said. "And by 'doing who knows what,' I of course mean making sweet passionate love in our dorm."

"Let's just hope we don't walk in on them again," Neon said, suppressing a shiver. "I mean, I love those two to death and I'm really happy for them, but I don't need that image in my head again."

Flynt gave a small laugh. "So, any particular reason you were late?"

Neon looked around. The few people left in the recital hall were still absorbed in their own conversations, but she didn't want to take any chances. "Follow me, we need to talk."

Flynt's jovial mood diminished slightly. Something was clearly bothering Neon. It was difficult to look downcast while wearing roller blades, but she was managing it just fine. Flynt followed the cat Faunus into the hallway, where they quickly found an empty classroom and closed the door.

"Alright, so everyone who saw us walk in here is assuming we're making out," Flynt remarked.

"Let them," Neon said. "It'll make it easier to keep this under wraps."

Flynt frowned. She hadn't even made a wisecrack about how Flynt should get his mind out of the gutter. His worry was increasing by the second. "Katt, skip the ominous riddles and get on with it."

Neon took a deep breath. She motioned to the many empty seats around them. "We should sit down, this might take a while."

Flynt nodded and they did so.

Neon took another deep breath. Now she was just stalling. "Okay, here goes. General Ironwood assigned me a mission."

"About time," Flynt said. "We haven't been out of the city since Beacon."

"That's just it," Neon said, nervously avoiding eye contact. "He assigned _me_ a mission. Not you. Or Krane and Icarus for that matter."

Flynt leaned back. "So, your first solo mission, eh? Think you're ready?"

"Duh, of course I am," Neon said, her expression brightening for just a moment as her ego inflated. "I've been getting faster and faster every day. See… it's you guys I'm worried about."

Flynt lowered his sunglasses so Neon could see his dark brown eyes clearly. "How do you figure?"

"I mean, I don't want you to be mad or jealous or anything," Neon said. "You're not, right?"

"No," Flynt said with confusion.

"Okay, good," Neon said. "Ironwood is probably going to give you some excuse to tell everyone why I'm gone, so I just wanted to give you a heads up."

"Thanks for that," Flynt said. "Then again, you skip classes so often I doubt anyone will notice a difference."

"I've been getting better at that!" Neon protested, crossing her arms. "I haven't missed a single one since the Vytal Festival!"

"And how about weapons training?" Flynt asked.

"That doesn't count," Neon said. "I train better on my own anyway."

"I swear, Katt, the only reason you're still in this school is because of your speed," Flynt said. "So, you going to tell me what this super secretive mission actually _is?_"

"Oh, right!" Neon said. "Got ahead of myself there. You remember Weiss Schnee, right?"

"Kind of hard to forget someone who pushed you into a lava geyser," Flynt said.

"How about Penny Polendina?" Neon asked.

"She's the android who died," Flynt said, frowning at the memory.

"Right. So, turns out Polendina is alive and she and Schnee are running away from Atlas! Without telling anyone! How crazy is that?" Neon asked. "Ironwood wants me to tail them, keep them in check, maybe give them backup if they need it. Don't know how long I'll be gone, but it sounds like an epic adventure! What do you think?"

"I think this all sounds like something out of one of Krane's weird romance books," Flynt said. "What was it, _Ninjas of Love?_"

"I know, right?" Neon asked. Then she looked slightly above Flynt's head. The musician followed her gaze and saw the clock, reading six p.m.

He turned back to look at her with understanding. "I take it you're on a tight schedule?"

"According to the details the General texted me," Neon said, "the last shipment for Argus leaves at ten tonight. That leaves me two hours to get my stuff together and another hour to get down to Hangar Bay 2. Then another hour of waiting. Ugh, I hate stakeouts."

"I won't keep you, then," Flynt said, standing up. Neon also rose to her feet, holding her arms out. Flynt rolled his eyes and replicated the gesture. Instantly, the cat girl was on him, her arms wrapped tight around his shoulders. Flynt returned the embrace with a smile. He was used to Neon's frequent displays of affection by now.

"I'll miss you," she said, eyes squeezed shut as she took in the scent of trumpet valve oil and cologne that was her partner.

"Right back at you, Katt," came Flynt's reply.

* * *

"Ahem."

Neon sat up, looking between Weiss and Penny again. This time, Weiss seemed rather apprehensive, while Penny was giving the cat girl a welcoming smile.

"We have decided to allow you to tag along… for now," Weiss said. She raised a single finger in warning. "If you try to hinder our progress in any way, however, we will not hesitate to throw you off this ship, no matter if we're passing over a mountain or the open ocean."

"What my friend here is trying to say," Penny interjected, "is welcome to the team, Miss Katt!"

Neon grinned. "Well, glad to be here. And if we're really doing this, none of that 'Miss' stuff, alright? Call me Neon or Katt, I don't care which."

Penny gave a small bow, still with that delighted smile. "Very well, Neon."

"Ahem."

They all froze in place and turned around. The pilot was standing in the doorway between the cargo hold and the bridge, leaning casually against the frame. He glanced between his two original passengers and this newcomer.

He held out his hand. "This'll cost you extra."

Neon sighed. "I'll get out my wallet."

* * *

**A/N: _Oh no! There goes Tokyo! Go go Godzilla!_ Seriously, _Godzilla: King of the Monsters_ is an awesome movie, don't listen to the critics. I highly recommend seeing it for anyone who is either a Godzilla fan or looking for a great movie to kick off the summer in general.**

**Anyway, this is supposed to be a RWBY fic, remember? I decided to reacquaint myself and you, dear readers, with Neon's character. We don't see much of her or her team in the show proper (a fact that will hopefully change with Volume 7 taking place in Atlas), so I had to make up a lot of the stuff you see here. Case in point: the other two members of FNKI. I named them Krane after Ichabod Crane, the main character of _The Legend of Sleepy Hollow_, and Icarus after the son of Daedalus in Greek mythology. Whether or not these two will have a greater appearance outside of a cameo is yet to be seen, but I'm leaning more towards them not appearing at all until much later.**

**I might have to do a lot of time skipping coming up. The show sticks the majority of Weiss's ride to Anima in the offscreen void that is between Volumes 4 and 5. From what we hear, it's mostly uneventful until the showdown with the Lancers anyway, so I doubt we missed much. I would love to write a chapter about characters other than Penny, Weiss, and Neon, (Team PWN?) but it would be most of the same stuff we see in canon: Yang riding around looking for Raven, Blake and Sun preparing to overthrow the White Fang, Team RNJR plus Qrow poking around Mistral and getting suspicious, and the villains being creepy. There is probably some stuff going on in Vacuo, which I seriously hope is Arabian Nights themed. I need something to wash the taste of live-action _Aladdin_ out of my mouth, and there's only so much I can play of _Sonic and the Secret Rings_ before I get fed up with the wonky controls and bad level design. **

**Anyway, this Author's Note has gone on for way too long, so I'll let you go. I will at least mention there is one final twist to the canon events coming up that will have a direct impact on the aftermath of the Battle for Haven. But saying any more would be getting into spoiler territory. Leave a review and tell me what you think! **

**Next time: With their new friend in tow, Weiss and Penny find their otherwise uneventful ride has hit some turbulence in the form of a Grimm attack. Fasten your seat belts, this could be a bumpy ride...**


	7. Chapter 6: Rend

**A/N: Trying something new this time. I'm going to start responding to reviews in opening author's notes. Feel free to skip this part if you just want story. Thoughts on the writing process will be at the end as always.**

**merendinoemiliano: I'm trying to keep ships out of this story for now unless they're canon. I like Whiterose as an idea (I do think Weiss and Ruby would make a cute couple), but I'm not sure it works well with how the writers set it up. I have no idea what Dragonslayer is.**

**Combine117: I'll let you use your imagination on where exactly she's storing it... In regards to your earlier review on chapter 4, Weiss was just getting fed up with the constant questions is all.**

**3-13 Sniper: I'm glad someone got the Sonic reference! Expect to see more coming up.**

* * *

**Edit 12/12/2019: Made some overall adjustments to make the writing more concise and easier to read.**

* * *

Penny groaned in pain. Everything hurt. She felt as if she finally understood what it meant when people said their head was spinning.

She opened her eyes and did her best to take in her surroundings. There were trees, that much was obvious. Looking up, she saw a deep orange sky through the gaps in the leaves.

She sat up slowly. There was a trail of dirt and upturned grass leading to where she had been lying on her back. She noticed extra weight on either side and turned her head. Even that small motion amplified the pain tenfold. Regardless, she could see that the wings of Crickette's Altitude Configuration were deployed. They had clearly been damaged: there were scratches and dents on the right wing while the left was bent at an awkward angle.

It was clear that she had crashed, but how? Hadn't she been riding in the cargo ship earlier? Where were her fellow passengers? Neon had been with her, but clearly not anymore. She had no clue what had happened to Weiss.

Penny racked her mechanical brain. She needed to remember what had happened to her friends. They could be in danger. So, she powered through the massive headache and tried to remember the events of the previous hours…

* * *

Looking back, Neon realized that there was one thing that years of studying at Atlas Academy had not trained her for. Certainly, she knew how to fight Grimm and criminals alike. She understood how to perform maintenance on her weapon and move effectively around the battlefield. She knew how to recognize a threat and how to keep calm during a crisis.

But the one thing she could never learn how to deal with was boredom.

It had been almost a week since they had left Atlas, and she had quickly run out of things to do. Pestering the pilot with the repeated utterance of "are we there yet?" only caused him to start ignoring her after the dozenth time. Roller blading laps around the cargo hold and practicing her tricks lost its charm after what must have been her hundredth spinning leap. She had made up her mind: this monotony of having nothing to do but wait would be the greatest threat she would ever encounter as a Huntress. It wore down the nerves, ate away at her fortitude. The only solace she had was the knowledge that by tomorrow, they could finally get out of this enclosed space and she could go rolling around at the speed of sound to her heart's desire.

This was probably why she had nearly snapped at Penny after the android had groaned uncomfortably for what felt like the thousandth time that day.

It had started when they had crossed the shore and began flying over the waters of Lake Matsu. They were well and truly in Anima now, but they had yet to come across any major settlements. Argus was still some distance away, but it would not remain so for long. It was when they had started seeing the miraculous floating islands that Penny had started showing signs of discomfort: refusing to stand up, squeezing her eyes shut, pressing her fingers against the sides of her head. When the android had first started groaning, Neon thought nothing of it. After a few hours of this, her already thinning patience was nearing its end.

Penny groaned again and Neon finally got fed up. She stopped her 50th lap short and dashed over to the other girl, sitting down on the crate opposite her. They were alone in the cargo hold; Weiss had gone up to the bridge some time ago to have a discussion with the pilot.

"Okay, am I going to have to knock you out?" the cat girl asked with all the tact she could muster (which is to say none at all). "Because if I hear you make that noise one more time, I'm probably going to explode."

Penny opened her eyes in surprise and genuine concern. "Oh dear! I'm so sorry, I had no idea I was causing you that much discomfort, Neon!"

She had to stop herself from laughing. "It's just a figure of speech, Penny."

Penny suddenly looked downcast. "Right, sorry. I'm not very good with those."

"So why _do_ you look like crap, anyway?" Neon asked.

"It's been difficult to think through the pain," the android replied, "but I believe it has something to do with those." She looked outside at the various giant boulders hovering past them. "Do you see the dark crystals hanging off the bottom of some of those islands?"

"Yeah, that's Gravity Dust, isn't it?" Neon asked. "It's what's keeping them in the air."

"I'm not certain, but I believe that the constant fluctuation in gravity caused by passing these Dust deposits is affecting the gyroscope in my CPU," Penny said, rubbing the sides of her head again.

"And what does the microscope in your brain have to do with looking like you had too much to drink?" Neon asked.

Penny looked a bit confused at that last remark but made no comment on it. "Not microscope, _gyro_scope. It's the source of my center of gravity. The device has a similar function to the cerebellum in a human or Faunus brain. The constant shifts in gravity must be causing it to go haywire. If I could compare it to something, it would be like motion sickness or nausea."

Neon suddenly looked worried. "You're not gonna start puking oil everywhere or something, are you?" Then she frowned. "Sorry, that must have sounded super insensitive."

"It's no trouble," Penny assured her with a smile. "I thought it was quite funny. I'd be laughing right now if that didn't hurt my head more."

Neon drew breath to speak, but suddenly hesitated. "Can I ask you something without sounding insensitive again?"

"You didn't sound insensitive the first time," Penny said, "but go ahead."

Neon still hesitated despite the android's constant reassurances. Finally, she spoke. "What's it like? You know, having a machine for a body?"

Penny considered the question for a moment, then shrugged. "I don't know. What's it like having a cat's tail?"

Neon self-consciously grabbed her tail. No one had ever asked her about her Faunus alteration so suddenly like that. Yet Neon couldn't find the desire to object to it. Penny was making a genuine effort to be patient and answer these personal questions, so Neon wanted to offer her the same courtesy. "I don't know. I guess it's like having a third arm or leg. I've always had it, so I can't say I have anything to compare it to."

"That's exactly what I mean," Penny said. "Life as a machine is all I've ever known, so I have nothing to compare it to. Trying to explain it to an organic person is like trying to explain what the color red looks like to a blind person. I'm sorry I can't be any more concise."

"No, it's cool," Neon said. "Thanks for trying."

Just then, they were thrown into the window by the ship suddenly swerving. Penny groaned in pain again and squeezed her eyes shut. "Although, I imagine a person of flesh and blood wouldn't have as big of a headache right now."

"Look!" Neon shouted. "Are those Grimm?"

Penny opened her eyes. Neon was pointing out the opposite window. If she squinted hard enough, she could see dozens of small black and white shapes darting between the various floating islands in hot pursuit of another ship.

"I could probably tell you if I wasn't so dizzy," Penny said, stumbling to a standing position. "They're too small and fast to be Nevermores or Griffons."

They could just make out what appeared to be long cables hook onto the ship, pulling it to an abrupt halt in midair. The two Huntresses-in-training did not continue watching for much longer after that. Penny ran over to a crate and threw it open, revealing a large pile of light blue crystals. A panel opened on the face of her backpack and she began loading the crystals in. Neon dashed over to another crate where her nunchaku were resting. She began flipping them idly in circles; the energetic girl knew she didn't have anything else she could do, but it didn't feel right standing around and waiting.

"They're Lancers." The two girls turned to see Weiss entering the cargo hold. She didn't look at either of them, heading straight for the case where she kept Myrtenaster and opening it. She too began loading her weapon with multicolored crystals. "Their stingers can punch through solid steel. They'll do everything in their power to sink us." Weiss finished loading her weapon and turned to her companions with a fierce expression. "Are both of you ready for a fight?"

"I'd love to, Ice Queen," Neon said, "but aerial combat isn't exactly my forte. Super speed can't help you much if you don't have ground to run on."

Penny held her head. "I don't think it would be safe to use Altitude Configuration right now. But Ray Configuration should have enough range to deal with them."

"I have a plan," Weiss said. "Follow me."

They did as they were told, following the ex-heiress into the lower level of the cargo hold where the bay doors were located. They nearly fell over when the ship swerved again. Even if there were no windows in the lower level of the ship, they could all tell that the Lancers had begun pursuing them in earnest.

"Kid! We're cutting it close!" the pilot shouted over the intercom.

Weiss turned to Penny and Neon. They both nodded at her. This was what they had all trained for. Not needing any further prompting, Weiss held her sword in front of her. A black Glyph appeared at their feet, anchoring them to the spot.

"Ready!" Weiss shouted.

The door slowly lowered, letting in a huge burst of wind. Dozens of Lancers were part of the swarm that was now chasing them. Each of them gazed at the ship hungrily with beady red eyes.

Weiss spun and slashed her sword, creating a wave of force that temporarily pushed back the swarm. It wasn't enough to do any damage, but it alerted the monsters to something resisting their assault. They moved to the bottom of the ship, noticing the three Huntresses.

"Any time you want to help out, feel free to do so!" Weiss shouted over the combined cacophony of wind and buzzing wings.

"Hang on," Penny said, trying to ignore the excessive movement worsening her dizzy spells. There was a flash of pale blue light in her backpack. "Ice cartridges loaded! Engaging Ray Configuration!"

Six swords, each glowing with light blue lines of energy, emerged from Penny's backpack and floated in an arc above her head. The tips of their blades folded back to reveal gun barrels, and their hilts bent forward at a slight angle. Bolts of blue energy began firing from the guns at an incredible rate. Most of the shots missed their targets (Penny cursed her malfunctioning gyroscope for her lackluster aiming skills), but those that scored hits were clearly doing some damage. The smaller Lancers were frozen solid upon contact with the icy projectiles, each falling to the water below with a violent splash. The large specimens fared slightly better; those that didn't dodge in time were only partially frozen by a few of their long spindly legs or their stingers.

Weiss was clearly impressed by the android's handiwork. But she didn't have time to gawk. She joined Penny in her defense of the airship, throwing her own icicles and fireballs into the mix. At first, the assault from two ranged fighters taxed on the swarm. The constant barrage of hot and cold had them dropping like flies, for lack of a better phrase. It was clear that these creatures had not expected such powerful resistance, thus giving Weiss and Penny the element of surprise.

Meanwhile, just a few feet away, Neon was feeling a little left out. Ranged combat wasn't her specialty, much less ranged aerial combat. These two were making it look as easy as target practice. Neon almost found herself begging for something to go wrong just so she could lend a hand and do something productive other than watch Penny and Weiss have all the fun.

The airship swerved again, this time accompanied by a loud thud. Neon suddenly found herself remembering the phrase "be careful what you wish for."

"What was that?" Weiss asked.

"We're hooked!" the pilot shouted over the intercom.

"I'll take care of it!" Neon shouted. Penny and Weiss, both still busy holding off the other Lancers, could do nothing to stop the hyperactive skater from dashing up the ladder and into the upper level in less than a second. When Neon emerged on the bridge, she immediately saw the problem. Two massive barbed stingers had punched through the roof and were clinging to the metal.

"Keep us steady!" Neon said to the pilot. The panicked man, too focused on keeping them all from crashing, said nothing in response. Meanwhile, Neon had come up with a plan that she didn't think was likely to work. Then again, it was better than letting these huge wasp/ant hybrids chew through the ship like it was a paper airplane.

Neon grabbed one of the stingers and ran as fast as she could towards the back of the bridge. She wasn't getting very far, but she had achieved what she had set out to do. The Lancer, not expecting something to pull it _closer_ to the ship, was now helpless as Neon extended the stinger further and further on its tether. Neon was pumping her legs as hard and fast as she could, making countless skid marks from her roller blades' wheels. She was eventually able to pass the second stinger and grabbed that one too. She had to double her efforts as she pulled on two tethers at once. Eventually the force pulling back on her became so great that she had come to a complete standstill while running in place.

"Kid! When I say now, cut those tethers!" the pilot shouted at Neon.

The cat Faunus didn't reply. It took some difficult maneuvering and some heavy strain on her muscles, but she eventually managed to turn around with her nunchaku in one hand and the hooks of the stingers in her other hand. She spun it in a precise motion, causing the nunchaku to change to a bright red.

"Now!" the pilot shouted.

Neon swiped the nunchaku, slicing cleanly through the tethers in a blazing motion. At the same time, the cargo ship did a nosedive. The Lancers' grip on the ship was tenuous without their hooks, and the sudden change in momentum was all it took to get them to let go…

Causing them to splat against one of the many floating islands.

The pilot cheered, but Neon merely fell to her feet, utterly exhausted. Neither of them had much time to celebrate their victory, however.

"Can you find a pair of islands we can fit between?" Weiss's voice asked from the pilot's dashboard.

"Kid, you are reading my mind!" he responded with excitement.

Neon looked out the window and was pleased to find that the number of Lancers chasing them had diminished greatly. Penny and Weiss were doing well on their end, even if the former was disoriented from the gyroid thingy or whatever she had called it. Neon honestly couldn't remember the technical details.

But things weren't going as well as they had seemed. Penny's aim was getting more and more sporadic, and it was taking almost everything she had just to stay standing. Weiss thankfully noticed her friend's shortcomings and was doing her best to make up for it, but the Lancers were getting craftier and more agile as they adapted to Weiss's fighting style.

The sky on either side of them was suddenly cut off by walls of sheer rock cliffs. Penny temporarily stopped her firing. "Cause a rockslide on either side here! Try to funnel the rest towards the middle!"

Weiss nodded. She launched two precise fireballs above the Lancers and to their sides. There was a great explosion, and boulders began falling from the cliffs. Some of the Lancers managed to evade the unnatural disaster in time, but the unlucky ones were crushed instantly and fell to the cold waters of the lake.

Penny spread the six guns in front of her, and they began spinning in a circle. Energy from their barrels was coalescing into a single ball of pale blue light as they spun with even greater speed. When the circle was nothing more than a blur, Penny thrust her fists forward. A massive beam of frigid energy shot forth, engulfing the remaining Lancers and even skimming the sides of the islands. After a few seconds, Penny pulled her arms back and collapsed. The beam dissipated as the guns fell to the ground around their wielder. The Lancers were now encased in solid ice and falling to the Lake below to join their crushed comrades.

Weiss smiled and breathed a sigh of relief as they emerged from the floating islands. Then she turned to her friend with a look of concern. "Are you okay?"

"I will be when we get to shore," Penny said, both hands firmly clutching her forehead. She was still able to give a small smile to her friend. "Thank you for your concern."

Weiss nodded.

Then they heard the buzzing begin anew.

Both looked outside to see one more challenge rear its head at them. Another Lancer, this one twice the size of the others and with a bloated armored abdomen, was clicking its mandibles at them. Its red eyes were filled with malice and hatred at the pitiful creatures that had dared ended her swarm of children.

"It's a Queen Lancer!" Weiss shouted in panic.

"What?!" the pilot demanded over the intercom.

The Queen seemed to take Weiss's panicked shouts as a challenge and charged forward. Penny tried and failed to stumble to her feet, her swords giving off weak flashes of light. Weiss resisted the urge to help her friend and focused on repelling the enemy in front of them. She launched beams of icy energy from her Glyphs once more. This did nothing more than anger the Queen further, glancing off her heavily armored body. In retaliation, it began launching stingers the size of bullets from its face. Penny gasped and dove in front of her friend, deploying her backpack's wings at the last second. The air was filled with the sound of clanging metal as the stingers made many dents and scratches in both the airship and Penny's wings. Penny's head was now swimming, but she didn't care. Her friend was more important right now.

Neon had noticed the Queen's barrage. It was hard not to when it was making the airship feel like a derailed roller coaster.

"Do something!" the pilot shouted. Whether it was at her or the two in the lower level, Neon could not tell. She looked out the window at the Queen still gaining on them with every second. Then she looked to the water below.

A dangerous idea began to form in her head. An idea that involved doing something she had only attempted a few times before. Whether she could pull it off was a difficult question. That last stunt with the two Lancers had nearly drained her of all her energy. She was practically running on pure adrenaline now. But she figured they were all going to die anyway. Might as well go out in style.

"Yo Goose!" Neon shouted. "Think you can get us as close to the water as possible?"

"Great idea!" the pilot shouted back, not even registering Neon's ridiculous nickname in the heat of the moment. "That way we have less distance to cover when we sink to the bottom!"

"Trust me!" Neon said. She ran back to the lower level, hoping that the pilot would cooperate.

The situation looked even worse up close. Penny was lying with her back against the wall, her wings scratched and dented. All the crates of Dust they had been using as chairs had disappeared. The Queen was emerging from a cloud of smoke that crackled with energy. It didn't take long to put two and two together.

"Did you just dump all our cargo on that thing?" asked Neon.

"Officially, no," Weiss said. "Actually, yes."

Neon did not bother to ask what she meant by that. She was happy to see that the water was getting closer and closer, to the point where the cargo hold's door was skimming the surface and making spray fly up in the ugly bug's face.

"Penny, how fast do I have to go to run on water?" Neon asked, slowly backing up against the wall furthest from the door.

"Accounting for surface tension," Penny said, pausing to get her thoughts in order, "and your approximate weight… you'd have to be going at least 30 meters per second, and you couldn't slow down for an instant or you'd sink."

"Psh, 30 meters per second?" Neon asked, tugging on her fingerless gloves and gripping her nunchaku tightly. "That's small time. Watch this!"

She crouched down into the sprinter's starting position. She got a wild grin on her face. Then she took off, the only trace of her presence being a trail of rainbow light behind her.

She hit the water's surface with a huge splash. Water sprayed up behind her, catching the sun's rays and making even more of a rainbow as she continued speeding along the surface.

The Queen watched Neon pass by with mild interest, then turned back to her main quarry. This turned out to be a mistake. No sooner had she looked away from Neon than the rainbow blur passed right in front of her, smacking her across the face with a flaming nunchaku strike. This only irritated the Queen more. But Neon continued her assault, passing the Queen over and over for more and more strikes.

"Is she insane?!" Weiss asked.

"No," Penny said, getting to her feet. "She's distracting it. I think I see what she has in mind." She turned to Weiss with a serious look. Two swords emerged from her backpack and attached to her wings, the others retreating inside. "I'll go help her. You pull out your trump card."

"Penny, wait!" Weiss shouted. But it was too late. Penny had jumped out of the cargo ship, blasts of wind and cyan light pushing her through the air.

Penny immediately regretted trying to fly while under the effects of the gravity Dust. They were close enough to the water and far enough away from the floating islands to mitigate the problem, but not solve it. It was all she could do to keep flying in a straight line.

Altitude Configuration had been designed for mobility, not combat. The most it could do was slash anything Penny passed with her wings' swords, but this only left flesh wounds. Enough to cause pain, but not serious damage. This was exactly what Penny had in mind. While Neon continued her assault from down low, Penny took to diving at the Queen from above. The swords only left small scratches in the bony plating, but that was enough. The Queen now had two sources of annoyance to deal with, meaning it wasn't paying attention to what was going on in the cargo ship. It tried to shoot more stingers at Neon and Penny, but both were moving around too much for it to hit them.

"A bug swatting at people?" Neon shouted after another pass. "Talk about a role reversal!"

Penny did not say anything. Puking oil didn't sound funny anymore.

The Queen finally got fed up with these constant distractions. Seeming to deem the grounded one as a greater annoyance (as grounded as one can be when they're roller blading on water, anyway), it launched its tethered stinger at the cat girl. Neon saw the hook coming right for her, but she was moving towards it too fast to do anything about it. Braking would only cause her to sink, and she was not much of a swimmer.

Neon was saved from her dilemma by suddenly being lifted into the air. She looked up into the pained face of Penny, carrying her with a hand planted under each of Neon's arms. The cat girl could tell this arrangement wouldn't last long; Penny's eyes seemed to be having trouble focusing, and their flight pattern was lopsided. They both heard a pained screech and turned to see that the Queen had been sliced cleanly in half by a gleaming white figure. The Arma Gigas had dealt the finishing blow. Both the Grimm and the Summoned apparition faded into dust scattered by the wind.

But there was a problem. Smoke was billowing from the airship in dangerous quantities. The ship itself was flying towards the shore too fast for them to keep up with. They could see many black Glyphs slightly slow its descent, but only small amounts at a time. There was no other outcome. Weiss and the pilot were going to crash.

"Neon," Penny said, her voice quiet and strained.

"Try to steer us towards them!" Neon shouted. But it was no use; they too were traveling toward the shore, but at a point some distance away. Neon could make out a forest just beyond the sands of the beach, and she had no doubt that they would get lost if they ended up there.

"I can't… control…" This was all Penny could manage to get out. Neon's eyes widened as the shore quickly passed under them. They were getting lower and lower. Neon had to pull her legs and tail close to her chest to stop them from snapping tree branches.

"Watch out! You're gonna crash! Aahh!" Neon screamed in pain as her leg caught one of the trees and she was violently ripped from Penny's grasp. She felt her Aura give way as she painfully bounced off each branch on her way to the ground.

Then everything went dark.

* * *

Penny had remembered everything: the swarm, the Queen, the crash. It was all fuzzy thanks to her headache, but she was glad that her amnesia hadn't suddenly extended to short-term memories. She needed to figure out where her companions were and fast. It had been noon when she had last been conscious, but the sky was now the deep orange of twilight.

Looking around, she could just make out a long trail of smoke fading into the sky from where the cargo ship had likely crashed. Weiss and the pilot would certainly have moved on from there by now, but it was her only lead.

Penny looked to either side of her. Moving through a forest as thick as this would be a trial even without two massive metal wings slowing her down. She mentally commanded them to retract. The right wing slid into Crickette well enough, but the left wing stopped when it reached the bend in itself about halfway. Penny frowned. She willed the wing to go in, forcing it to try and go in with her mind, but it kept getting stuck. Her worry started to grow. She didn't have time to make repairs.

"Come on," she mumbled. "This would be so much easier if you could just fix yourself."

Then something strange happened. The wing snapped back into a straight line with a loud metallic groan. Then it slid right inside the backpack without so much as a creak of protest.

Penny blinked. There was no way she could have seen that right. She was still dizzy due to her gyroscope continuing to malfunction. She must have hallucinated the metal forcing itself into the correct shape. Then she shook her head. She had bigger things to worry about than bending metal.

Penny took a single step forward, then stopped. There was someone in her way.

She was a short girl, even shorter than Penny, holding something behind her back.

"Excuse me, can I please ask for your help?" Penny asked. "You see, I've lost my friends somewhere in this forest. Maybe you can help me find them?"

The girl was staring at Penny as if she had seen a ghost.

"Please?" continued Penny. "It would mean a lot. I'll make it up to you later."

The girl blinked. Her eyes changed color. Something about her stance changed that put Penny on guard. She took a step back, her hands balled into fists. "I don't want trouble."

The girl gritted her teeth. From behind her back, she pulled out a pink parasol with a bladed tip. Then she lunged at the android, eyes filled with murderous intent.

* * *

**A/N: _I'm your ice cream man, stop me when I'm passing by. Yes, all my flavors are guaranteed to satisfy!_**

**At any rate, this chapter was basically one long action scene, and the next one is likely shaping up to be one as well. Yes, the final twist to canon I'm implementing for now is the early reintroduction of Neo! Everyone's favorite killer ice cream lady! I look forward to showing off my interpretation of my favorite RWBY villain. Frankly, the show doesn't do her enough justice. I fully expect her to betray Cinder at some point during the future Volumes. I mean, there's no way Neo is gullible enough to believe that traitorous false Maiden would legitimately help her... right?**

**Not much else to say, other than I'm happy everyone seems to be liking this story so far. If you're not, please leave a review and tell me how I can improve. I'm always open to suggestions on that front!**

**Next time: While recovering from her crash landing in the forest, Penny encounters a hostile stranger. Meanwhile, Neon tries to get her bearings and runs into a familiar face...**


	8. Chapter 7: Recuperate

**Review Responses**

**merendinoemiliano: Thanks! Look forward to more teamwork in the future. It'll be key for some fight scenes coming up.**

**3-13 Sniper: Unfortunately, I lack the technical know-how to animate this. But I agree, it would probably be immensely entertaining.**

**Combine117: Well, you're about to find out.**

**Edit 1/21/2020: Made some overall edits and trimmed some superfluous writing to make the chapter more concise and readable.**

* * *

As had become customary, Neo was having a very boring day.

It had taken forever to track down Raven Branwen's bandit camp. It had been one of the first things she had done after the Fall of Beacon. Only after a long hard year of leaving Sanus, walking halfway across Anima, and bribing/threatening info brokers on her way had she discovered their hideout. It had been annoying and very tedious work. She had had to pursue every miniscule rumor, no matter how unlikely it was, just to be sure of its accuracy (or lack thereof).

But after that long year of hard work, she had finally done it. She had found them.

She was in a gas station in the middle of nowhere restocking on water when a man shady enough to be comical had tried hitting on her. Emphasis on "tried." Neo had done the same thing she had always done when confronted with a man who couldn't take no for an answer: she pretended he wasn't there. Unfortunately, he was stubborn as a mule and likely as smart as one. Judging by his body odor, it must have been because his blood was ten percent vodka.

Then something he said made her pause. He bragged about how he had a lot of friends who were very capable fighters, one of them so powerful she scared even Qrow Branwen himself. Neo was sure that was an exaggeration; Qrow Branwen was too dumb to get scared. But the fact that the shady man had specifically mentioned Ozpin's right-hand man seemed odd to her. Why him of all the other more capable and certainly more sober Huntsmen and Huntresses in the world? Unless he had a good reason for having Branwens on the brain…

When she finally got him to buzz off, she waited for him to leave the station. When he finally did start stumbling down the road, Neo followed him. She didn't need to bother with stealth. Frankly, she wasn't even sure what this man was doing working for Raven Branwen if he was so incompetent. He didn't even check to make sure no one was following him back to his home. Not that she was complaining; he had made it that much easier to find the Branwen Tribe's current camp.

The next few weeks had consisted of even more waiting. To be precise, the assassin was waiting for her real target to show up. In the little time she had known Cinder Fall, Neo had learned enough information to know that the Spring Maiden was suspected to be in the Branwen Tribe's custody. She had also learned that Cinder craved power above all else, and stealing the power of _two _Maidens with that freaky, unholy Grimm arm would be too good for her to resist. Cinder would show up here. When she did, Neo would be waiting for the perfect moment.

It was the end of the third week of her stakeout when she encountered an almost literal ghost from her past.

Neo was making her way through the forest from another trip to the gas station to restock when something happened to break the tedium. The sky was darkening as the sun began to set, but the trail of smoke was easily noticed. Another cargo ship must have crashed. Unsurprising. After all, this forest bordered the shores of Lake Matsu, where Lancer hives were plentiful. A ship crashing here was as ordinary an occurrence as the sun rising in the morning. Perhaps that was why Raven had made camp here. She and her cronies could let the Lancers do all the work and then loot any ship that inevitably washed ashore.

It was when she was in a clearing close to the camp that Neo noticed something odd. One of the many skills she had honed during her years of working for Roman Torchwick was tracking. It was essential when hunting down the many people who had committed some slight against the crime boss, be it skipping out on debt payments or dissing his bowler hat when they thought he couldn't hear them. This left her with an acute awareness of her environment. Thus, it was easy for her to notice that something much smaller than a cargo ship had crashed through the trees. The ground was littered with a trail of broken branches, and the tops of some of the trees were reduced to mere splinters. This trail of destruction continued in almost a straight line, leading somewhere far from the crash site.

Neo was not a naturally curious person, but she was bored enough to wonder what had happened. So, she followed the trail at a casual pace. There was no rush. Whatever had crashed, it looked like it had been falling incredibly fast. It wouldn't be going anywhere anytime soon.

When she found the trail's end in another clearing, Neo was initially puzzled. The object that had crashed was in fact a person. She thought, perhaps, that the person had jumped ship in a misguided attempt to escape the crash. Then Neo noticed the badly damaged wings sticking out of her backpack. Neo would say it was impossible for a human to fly without piloting an aircraft, but she knew that magic existed. Nothing could surprise her anymore.

Well, almost nothing.

As Neo continued to inspect the seemingly unconscious girl, she started to realize that she recognized the stranger. Not the clothes; the dark green hoodie and shorts with black shirt, leggings, and shoes were unfamiliar to her. But there was the way her black shirt encased her neck, the bright green lines of energy running through her clothes, and the orange curls tied up with a lopsided pink bow. These features were prompting a spark of recognition in Neo's brain. Then the girl turned over, giving the mute a full view of her face.

Neo knew this girl. There was no doubt in her mind now. But from where? This nagging feeling of familiarity only intensified when the girl's bright green eyes fluttered open. Neo watched as stranger sat up, head firmly clutched in her hands. Even though Neo had done nothing to disguise her presence, the familiar girl did not notice her. Neo took advantage of this to continue her observations and try to discern where she had met the girl before.

There was a flash of recognition mingled with panic in the stranger's eyes, and Neo reflexively stepped closer to the trees, fearing she had been noticed at last. But apparently, the orange haired girl had merely remembered something. Neo continued to watch as the girl took in her surroundings, mumbling to herself. She and Neo both looked shocked when her broken wings fixed themselves as easily as one folded paper.

The girl looked Neo in the eye.

Neo's heart began to race. She had looked into those eyes before. She had seen the light leave them as their owner gave in to death's cold embrace.

"Excuse me, can I please ask for your help?" Penny asked.

Penny Polendina. She was supposed to be dead. Neo chastised herself for being so stupid. Polendina was a machine. It must have been a simple matter to rebuild her.

"You see, I've lost my friends somewhere in this forest," Penny continued, oblivious to the other person's anguish. "Maybe you can help me find them?"

It wasn't fair. How could Polendina cheat death so easily? _Torchwick_ was the one who was supposed to cheat and survive. If she could live, why not him?

"Please?" Penny asked. "It would mean a lot. I'll make it up to you later."

Neo's hand reached for her parasol without her even thinking about it. The knife in the tip was already extended. Penny noticed the threatening movement and balled her hands into fists. "I don't want any trouble."

Neo lunged forward, wanting to scream in rage.

* * *

Neon groaned and opened her eyes. She didn't recognize her surroundings. She was sitting with her back against a tree and several cuts and bruises all over her body, which were already beginning to fade now that her Aura was returning. She saw dim light being filtered through leaves and a pile of broken branches all around her. Then she remembered: Penny had been losing altitude during their flight and Neon had taken a nasty fall.

Neon tried to stand up. Then she immediately slipped and fell square on her rear. Standing up in roller skates was a precarious maneuver at best and a very bad idea at worst. But the cat Faunus was stubborn to a fault, and she refused to take off the bright red footwear. That would be admitting defeat. So she used the tree for balance and carefully stood up.

Now that she had regained consciousness and assessed her condition, she had a new problem: finding Penny and Weiss. Looking around, she saw foliage that all looked the same. She had no idea where to start looking. Neon's heart began to race. So many questions ran circles through her mind. Where were her two comrades? Were they alright? Where was Neon right now? Would she fail her first solo mission when it had barely begun?

Neon was just about to set into a panic when she heard the sound. It was barely noticeable at first, but still there. The sound gradually grew louder, allowing her to discern it as a low rumble. Neon thought that perhaps it was some animal or Grimm. She scrambled along the ground, finding her dropped nunchaku a few feet away. She soon realized there was something off about the sound. It was artificial, not something a living thing could replicate. It was the sound of an engine. A vehicle. Where there were vehicles, there were usually people driving them.

The sound was getting further away the longer Neon stood there listening to it. Reasoning that she had no other leads to follow, she decided to chase it down. In a flash of multicolored light and a scatter of leaves, Neon dashed after the source.

* * *

Penny, still disoriented from her malfunctioning gyroscope, could not react in time to dodge Neo's sudden attack. The blade struck right between her eyes. Were it not for her Aura, diminished as it was, Penny would have died a second time. As it was, she merely felt a painful impact that did nothing to help her headache. The android fell to the ground, a hand reflexively raised to clutch her forehead. She didn't have long to recover, as Neo had already gone in for a second strike. This time, Penny was prepared. She rolled to the side, allowing Neo's bladed parasol to make a large gash in the dirt she had once occupied.

Trying to think quickly through her dizziness, Penny managed to muster up the will to withdraw a sword from Crickette. It floated in the air, warding off Neo's next attack. Penny pulled herself up, withdrawing a second sword to slash at Neo. The short woman merely pushed a button on her parasol, causing it to open and block the blade with a resounding _clang_. Penny was surprised. Whatever the canopy of that parasol was made of, it was clearly not the thin pink fabric she had assumed it to be.

Penny had to be careful here. She had used up most of her Aura protecting her body during the crash. She needed it for defense, but her weapons systems also drew energy from her Aura Furnace. Once she ran out of Aura, Penny would be nearly defenseless. However, there was a workaround: if she used Dust to power her weapons into an alternate configuration, she would minimize the amount of Aura required to operate them. This would allow her to focus all her energy on protection.

That left the question of which configuration to use. Altitude Configuration wouldn't be much use in a fight, especially one at close quarters. Ray Configuration could work, but she had used up most of her ice Dust fighting off the Lancers. That left her new configuration: the one she had made to work with Fire Dust during their ride in the cargo ship. The good news was that it didn't require any more than two swords to work, and Penny was so dizzy that she wasn't sure she could keep track of any more than that.

Her blades were still holding off Neo as she thought through her strategy. With a pushing motion, Penny was able to use them to throw the stranger back. Neo raised her parasol above her as if to ward off rain. What was the android planning?

Penny jumped back to allow herself even more room. The energy veins along her swords changed from pale green to bright red. "Fire cartridges loaded," she said. "Activating Saber Configuration!"

One of the swords folded its blade neatly in half and linked with the other. Now Penny had one large sword rather than the two small blades. The cutting edge of the blade began to glow. A second later, a bright red outline of plasma shot forth from the edge, augmenting the metal and making the air shimmer with heat.

Neo raised an eyebrow. So, the robot girl had picked up a few new tricks. Neat. At least Polendina would look cool when she died.

Penny charged forward and threw her arm down, causing the newly heated sword to copy her motion. The glowing blade swung in a wide arc towards Neo's side.

At the blade's touch, the short woman burst apart into what looked like shards of glass. Penny blinked in surprise as the shards shimmered and faded away as soon as they had appeared. There was no trace of the stranger anywhere.

There was a chance then that the fight would dissipate on its own. Neo could have easily walked away and gone back to camp, leaving Penny confused and with no way to track her down. But Neo's judgement was too clouded by rage for her to leave well enough alone. Thus, she snuck up on the android and smacked her in the side of the head with her closed parasol. As Penny stumbled forward, Neo continued the assault, landing blow after blow with her parasol, punctuating each with a kick.

Penny winced at the unexpected attacks. Her head was swimming all over again, but she tried her best to put the dizziness aside. She had thankfully managed to stay on her feet, only stumbling forward a few steps. She turned around and slashed again, but the saber passed through the illusion and shattered it. Penny felt another kick to her back and turned around with another slash. This process repeated many times. Penny idly realized that all this dance was accomplishing was her Aura's depletion. By this point, she had figured out the nature of her attacker's Semblance. But if she was merely fighting clones, then the real deal had to be hiding somewhere nearby. The question was this: how would she find the short woman?

If Penny's mind was functioning normally, she might have come up with a better strategy than what she eventually decided on.

Finally getting her act together, Penny sidestepped another thrust from Neo and threw her arm forward. Neo's parasol opened again to block the attack, only for the plasma-enhanced saber to fly right past her and bury itself in a tree. The bark was scorched black, but before it could be set ablaze, the sword sliced through the tree and caused it to fall. The blade moved on to the next as Penny spun in a circle, then the next one, and so on. What the android had not accounted for in her clouded mind was the nearly invisible wire attached to the sword. It snagged around Neo, carrying her along as the saber continued its deforestation work.

Eventually, Penny's plan bore fruit. A familiar shape leapt forth from within the forest just before the tree next to her was chopped down. Penny noticed this and abruptly stopped spinning, the saber drawing closer to her and missing the few remaining trees. The fake Neo slid to a stop in the dirt, only now noticing the way the sword's wire caught the diminishing daylight. Penny immediately regretted her plan as her dizziness intensified. She held her head in her hands, momentarily distracted.

The real Neo gave her copy a pointed glare. The fake immediately fell apart. Penny heard the shattering sound and looked up. This _must_ be the real one. She was nearly identical to her copies, save for a few key differences. This one's clothing looked more disheveled; her black leggings were torn in some places and there were several patches of dirt on her white jacket and boots. There were dark circles under her eyes. Most noticeable, however, was the black bowler hat atop her head, cleaner than everything else.

If Neo could speak, she would compliment Penny for her blunt yet effective strategy. As it was, she just wanted to get rid of this stupid girl.

"I don't want to fight you," Penny said. "I just want help."

Neo responded by pointing the bladed parasol at Penny and darting forward. However, rather than trying to stab her again like Penny suspected she would, Neo opened the canopy and retracted the knife. Smirking slightly from behind cover, Neo pulled the trigger hidden in the handle. A loud _bang_ sounded as the shotgun in the weapon fired, the force of the blast throwing Penny into a tree. She awkwardly struggled to her feet. If her gyroscope would just stop malfunctioning, this fight would be so much easier. But she couldn't stay still long enough to calibrate it if this stranger kept attacking her.

Penny tried to evaluate her options. From what she had seen, this very angry woman preferred close quarters combat. She needed to get away from her, then she could try something. But what? Her Aura was almost depleted now, but the stranger's own Aura had to be as well from such constant use of her Semblance. She was running low on fire Dust, so the plasma blade would soon deactivate.

Something stirred in her mind. She thought of how the fake had gotten snagged in the sword's strings. Then she knew what to do.

Neo pumped the shotgun hidden in her parasol, stepping forward for another attack. Then Penny did something unexpected. She turned around, putting her back to her attacker. A panel opened in her backpack, revealing something Neo could only make out as she drew closer.

It was a speaker.

Just as Neo registered this, she was assaulted by the android's most powerful attack yet: a massive wall of sound. Without even thinking, Neo dropped her parasol and collapsed to the ground. Her eyes squeezed shut as a reflex, and her hands desperately pressed against her ears. Neo wanted to scream in pain and shout all the obscenities running through her head at that moment but was unable. Instead, she idly realized that the sonic assault was a song. Its lyrics rang through her ears, each word feeling like a hammer smashing into her brain.

_**NOW IT'S TIME TO SAY GOODBYE,**_

_**TO THE THINGS WE LOVED AND THE INNOCENCE OF YOUTH!**_

_**HOW THE TIME SEEMED TO FLY,**_

_**FROM OUR CAREFREE LIVES AND THE SOLITUDE OF PEACE WE ALWAYS KNEW!**_

Then, as quickly as it had started, the song ended. Neo opened her eyes. She tried moving her hands. They were pinned to her body. Ears still ringing, Neo looked down. She had been so focused on the pain that she hadn't even noticed her hands being forced away from her ears. They were now pinned to her sides, the glint of thin wire catching her eye. She could see that the two swords Penny had linked were now separate, floating just a few inches away from her body with the cutting edges pointed away.

Neo looked up from her kneeling position on the ground. Penny had turned around and had her eyes closed. Neo tried moving her foot to get up, then decided against it when she felt the wires tighten around her body. Penny opened her eyes suddenly, flashing with green light for an instant.

"Ah, that's much better!" Penny said, much more cheerful now that her headache was gone. She crouched down and met Neo's eyes. "I'm sorry, but I had to tie you up. It was the only way I could think of to get you to calm down."

Neo couldn't believe it. The fight had been going her way the whole time, yet she had been defeated in the last minute. What went wrong? She tried once again to struggle free from her bonds. This was stopped when the swords tightened their grip around her body. Neo winced in pain, then her eyes widened. Her body had suddenly begun flickering with a dim pink light that died just as suddenly. Neo hadn't even realized how much of her Aura she had wasted creating her copies to fight Penny. She had acted recklessly and paid the price for it.

A thought suddenly occurred to Penny, and she reached into her backpack. She sighed when she pulled out her Scroll. She had landed at just the right angle to break it. The screen was now a web of cracks and pressing the power button elicited no response. It seemed she would be unable to contact her friends for now. She would have to track them down the old-fashioned way.

Penny turned to Neo and frowned. She was reluctant to drag her new prisoner around. Yet if she released her attacker, there was no guarantee that she wouldn't come back for more once her Aura had returned. Plus, there was still the problem of how Penny would find her friends. She decided to try one more time to appeal to the stranger.

"Now that I have your attention, I'll ask you again," Penny said. "Can you please help me find my friends?"

Neo held Penny's gaze with her strange mismatched eyes. Then she raised her hand and made a rude gesture. However, since Penny didn't know any rude gestures, the effect was lost on her.

"Can you at least tell me why you attacked me?" Penny asked. "Have we met before? My memory's not what it used to be, so forgive me if I don't remember."

Neo hadn't met Penny in person before. But what had the android meant by "my memory's not what it used to be"? Regardless, she continued to glare at Penny in stubborn silence.

Penny tilted her head in confusion. There was something off about the short woman. As she thought more about it, Penny realized that she hadn't heard the stranger speak once. She could have chalked it up to the woman simply being a naturally quiet person, except she hadn't even made so much as a grunt in pain when she was struck. No person, no matter how withdrawn, would suffer through the Polendina Power Pulser without making a sound.

"I'm sorry if I offend you by asking this," Penny said, "but can you not speak?"

Neo was impressed. Most people who didn't know her assumed she didn't talk to them just to be a jerk. She had to give the android some credit. She nodded slowly.

"I see," Penny said, nodding back when her suspicion was confirmed. "Listen, I _really_ need your help. I don't know where my friends are. I want to find them, but I'm not familiar with this forest. If…" She stopped, having difficulty forming her words. "If something happened to them because I wasn't around, I'd just feel terrible about myself."

Neo's hands twitched, about to reach for the bowler hat still atop her head before she remembered her bindings.

"I'm begging you," Penny said. "Just help me find them and I'll leave you alone. I'll make it up to you in any way you want once they're located."

Neo's gaze slid away from Penny's face. She could try for a surprise attack once she was free. Except Neo didn't have her Aura. While she doubted Polendina was the kind of girl to kill in cold blood, she didn't want to take the chance that she might get seriously injured. Neo considered her captor's offer. She didn't like Polendina, not by a long shot. But Neo didn't feel any immediate desire to throttle her anymore. Plus, she had a feeling that she would run into the robot girl's friends eventually. It was obvious they had been passengers aboard the crashed ship. If that was the case, then she already had a suspicion about where they were. If she was right about it, then she would more than likely see them back at camp.

Neo met Penny's gaze and nodded.

Penny's expression immediately brightened. She looked like she had just won a lifetime of free ice cream. "You will? Oh, thank you!"

Penny nearly tackled Neo to the ground in a sudden hug. Neo began struggling again, her expression even more annoyed than before. Penny felt this and immediately backed off.

"I get excited easily," Penny said, nervously playing with her hair. If the android had blood, Neo suspected she would be blushing right now.

"Here, I'll get you loose," Penny said. She stood up and spun around once. The swords began flying around Neo in a blur, and in a matter of seconds the short woman was free.

"By the way, what's your name?" Penny asked as her new companion rose while rubbing her arm. Then the girl realized her mistake and winced. "Sorry, I forgot. Do you need something to write on?"

After spending her entire life being mute, Neo had long since found a solution to this common predicament. She reached into a pocket on her jacket and pulled out what looked like a business card. It was split into thirds, with the left side being brown and the right being pink. The middle was a white stripe with two words on it: her full name, Neo Politan.

"Neo?" Penny asked. She had moved behind her new companion to read the card over her shoulder. "That's a cool name."

Neo quickly sidestepped away from the android. This girl had a remarkable ignorance of personal space.

"Okay, new friend!" Penny shouted with hands on hips. She turned around and looked towards the thinning pillar of smoke becoming harder to see as the sun finally set. "We'll head out first thing in the morning to find my slightly less new friends! Sound good?"

Neo rolled her eyes at Penny's excitement before the latter turned to see her response. Neo nodded. She was wiped out from that fight, and it would be difficult to track anything down in the dark anyway.

"Well, the good news is," Penny said, looking around at the toppled trees with scorched bark, "we have plenty of firewood."

* * *

Neon was starting to give up hope. She had been chasing down this elusive vehicle for a while now, and it was getting darker by the second. It wouldn't be much of a problem with her Faunus night vision, but there was a very good chance that Grimm would begin prowling the forest once the moon rose.

She heard something else. Neon tilted her head in confusion. It sounded like… music. It was too distant to make out the lyrics or even what direction it was coming from, but the beat sounded pretty catchy.

She thought of her virtuoso partner. She wondered what Flynt was up to at this moment. Was he practicing trumpet? Training? Trading worried looks with Krane and Icarus? For that matter, what were those two lovebirds doing? What she wouldn't give to be back at the academy, joking and laughing with them. She sighed. This solo mission hadn't turned out to be as fun as she had first imagined.

At that moment, something roared right past Neon, causing her to scream out loud. She covered her mouth in embarrassment and looked after the shape that had nearly scared her to death. Those definitely looked like the brake lights of a motorcycle. Finally, a sign of intelligent life. Neon jumped onto the dirt road, her renewed resolve spurring her into a casual pace (for her).

As she got closer to the motorcycle, she began to make out more details. The motorcycle was yellow with black stripes (or maybe black with yellow stripes?). The passenger in back was sitting up straight, very carefully not touching the driver. The driver…

A spark of familiarity was set off in Neon's mind. She had seen that wild mane of fiery yellow hair before. She increased her pace, coming level with the passenger. It was a man, his neck-length hair flapping in the wind. Neon's rainbow trail caught his eye and he turned. His mouth fell open, showing off his missing front tooth. Neon winked and gave a small wave.

Then Neon came level with the driver and her grin widened. She could see violet eyes behind a pair of aviator shades. Neon's gaze dropped slightly to the young woman's chest. Yes, Neon had _definitely_ met her before.

The driver seemed really focused on the road in front of her. She hadn't even noticed the skater easily keeping pace with her bike.

"Yo Top-Heavy! Long time no see!" Neon shouted over the wind rushing past them.

Yang glanced at Neon, but quickly turned back to the road. Then she registered what she had just seen and quickly turned her head back. She hit the brakes and slid her bike sideways to a stop. Neon followed suit a few feet away, crossing her arms and still grinning. Yang stared at Neon in shock.

"What, not happy to see me?" Neon asked playfully.

"You know this chick?" the man on Yang's bike asked.

Yang took off her sunglasses and smiled. "Yeah, you could say that."

* * *

**A/N:** **If a loaded gun is hung on the wall at the beginning of the story, then it must be fired by the end of it. This is the concept of Chekhov's Gun. ****You all thought the Polendina Power Pulser was just a one-off gag, didn't you? But nope, it's a legitimate part of Penny's arsenal. And, as demonstrated here, quite an effective one at that.**

**I can't wait until we get to later chapters so we can get Neo interacting with everyone else. Rest assured, she will be entertaining. So, now we have two groups: Yang, Neon and Shady Guy, then Penny and Neo. When will they meet up? What will they think when they get to Raven's camp? And how will the others react to Penny's new "friend?" These questions and more will be answered soon! Until then, leave a review telling me what you think so far.**

**Next time: Penny tries to get Neo to open up more as they continue their search for Weiss and Neon. Meanwhile, Neon and Yang catch up on old times, and Neon realizes that her rival has changed a lot since the Vytal Festival.**


	9. Chapter 8: Reunite

**Review Responses**

**merendinoemiliano: Here's what I think happened: Leo was already aligned with Salem before the Fall of Beacon and he knew the Spring Maiden was in Mistral. However, he didn't know where exactly in Mistral she was located. And Salem's gang didn't act on the lead for a whole year because Cinder was still recovering from the damage from Ruby's silver eyes. They told Roman Torchwick about this (and by extension, Neo) because they would have likely recruited him to help with retrieving the Relic of Knowledge once they had finished up in Vale had he not died.**

**Conna McCanna: Good to hear you're amused. If I can make at least one person laugh, then I call it a good day.**

**Combine117: Way to subtly advertise your own story, lol. Also, funny you should mention Roman's current activities, because this chapter goes into detail about that in a way.**

**Edit: Forgot to put this message in the original post. This chapter features several songs I did not write. _Ice Cream Man_ was written by Van Halen, _Feeling Good_ was written by Michael Bublé. The other songs _(I Burn_ and _Home_) were written by Jeff Williams and Casey Williams. And yes, Bublé was spelled differently on purpose. It's like how Remnant has Spruce Willis, and now we have Michael Bubblé. This is not a typo on my part.**

**Edit 2/1/2020: Some overall edits to make the writing more concise and easier to read.**

* * *

"Hey Neo, can I ask you something?"

The moon had risen, and stars dominated the sky. Neo thought that a more sentimental person might gaze up at those faraway shining dots and contemplate all the events that led them up to this point in their lives.

Neo was not sentimental. She was annoyed.

She was annoyed that she had ended up tied to this robot girl. She was annoyed that said robot girl was so relentlessly happy. She was annoyed that she felt so exhausted. Most of all, she was annoyed that Penny wouldn't take a hint. Couldn't she see that Neo wanted to be left alone?

The silent woman looked at Penny and shook her head with an unamused expression.

Penny briefly looked dejected, then shrugged. "Alright." She turned back to the campfire they had made and continued to stare into its center.

Neo sighed with relief and turned back to the flames. Her contentment didn't last long. Now there was a curiosity burning in her mind. What had Penny wanted to ask her? Neo shook her head. She didn't need to know, nor did she really _want _to know. She had worked hard to get the girl to leave her alone, and she wasn't going to let one stupid question spoil all that for her.

The two sat still for almost a minute, the only sounds being the various nocturnal animals of the forest and the crackling of the fire. Every so often Neo would glance at Penny, then turn back to the fire. Repeatedly. Each time, she stared for a moment longer before looking away.

Finally, Neo slumped her shoulders in defeat and tapped Penny on the shoulder. Penny turned to her new "friend" like a puppy who thought they were about to be given a treat.

"Yes?" she asked.

Neo found Penny's cheerfulness a bit off-putting. How could anyone be so happy _all the time?_ Nevertheless, she opened her arms out in question. The message was clear.

"You want to know what I was going to ask you?" Penny asked.

Neo nodded.

"Well, I was wondering," Penny continued, "how do you communicate with people if you don't speak? It's okay if you don't want to answer. I don't mean to pry."

Neo was tempted to just take the opportunity and go back to staring into the fire again. But then she decided she didn't have anything better to do. It was too much to hope that she could have an intellectual conversation with this girl, but it was worth a shot.

Neo picked up her parasol from where it had been lying next to her. She used it to draw five letters in the dirt. W. R. I. T. E.

"Oh, of course!" Penny said, lightly smacking her forehead. "How could I have not seen it? You can still write even if you can't talk. Wait, that gives me an idea!"

She reached into her backpack and rummaged around. After a few seconds, she pulled out two objects: a notepad full of paper and a pen.

"Here, you can use this to communicate with me," Penny said, holding the paper and pen out to Neo. "Write down what you want to tell me. Go ahead, now you ask me something. We can take turns asking each other questions."

Neo took the two objects and stared at the first page. After a few seconds, she wrote something down and showed it to Penny. Her handwriting was remarkably neat.

You're a moron.

Penny laughed nervously. "Uh, that's not a question."

Neo rolled her eyes and turned to a new page, writing down her real question.

Why do you trust me?

"Oh, that's a good one," Penny said, nodding. "Well, to be honest, I don't really trust you yet. After all, I just met you a few hours ago and the first thing you did was try to kill me. I hope we can move past that and build some trust with one another, since we will be spending a lot of time together for the foreseeable future. My father always told me 'it may be harder to make friends than enemies, but it's much more rewarding.' He's a very smart man." For the briefest of moments, there was a flash of sadness on Penny's face as she thought back to the one person she loved most in the world. But Neo had barely noticed this before Penny covered it up with a smile. "But for now, I think I'll stick with 'cautionary cooperation' to describe my relationship with you. No offense."

Neo raised an eyebrow. This girl was smarter than she looked.

"Okay, my turn to ask you something," Penny said. "Why did you attack me on sight?"

Neo flipped to a new page and wrote down her answer. I was angry and I took it out on you without thinking.

"What were you angry about?" Penny asked once she saw the message.

Neo's hand twitched, almost reaching for the bowler hat on her head. I'd rather not tell you. I was being reckless, that's all.

"It's okay, you don't have to say if you don't want to," Penny said patiently. "Now it's your turn."

Neo nodded. This was turning out to be a somewhat pleasant experience. What are you doing out here?

"My friends and I left Atlas and are trying to get to Argus so we can find some of my other friends," Penny said. "I've lost my memory and I hope they can help me get it back."

That would explain a lot. Neo thought that when Penny was rebuilt, whoever her creator was would naturally want her to stay in Atlas where he could keep an eye on her. She must have run away all on her own. As for who these friends of hers were, she could only guess on that front. Little Red was the obvious choice. Neo knew all about how remarkably close the two of them were after Torchwick had sent her to spy on the Beacon student and her teammates for a brief period. But she imagined that Little Red was the one Penny was _looking for_ rather than one of the friends she took with her from Atlas. Wasn't Little Red's partner a Schnee? Perhaps the so-called "Ice Queen" had accompanied the android.

Of course, if that were the case, it would lead to complications when they did eventually find these friends of Penny's. Complications that Neo was not looking forward to dealing with.

"My turn," Penny said. "What are _you_ doing out here?"

I'm looking for someone_,_ Neo wrote. She'll be coming to this forest eventually, so I'm staying here until I find her_._

"Why are you looking for her?" Penny asked.

You're cheating_,_ wrote Neo. You can't ask two questions in a row like that_. _She didn't want to reveal her intentions with Cinder. She didn't know how much Penny remembered, or how much she had learned since her death.

"Oh! Sorry," Penny said with a small giggle.

What's with the speaker in your backpack? Neo had decided that she'd like to divert the questions to lighter fare. She was also genuinely curious about the speaker, seeing as it was strange for a backpack to have such a specific feature.

"It's the Polendina Power Pulser!" Penny said.

Neo had an incredulous expression on her face. That couldn't seriously be what the device was called.

"My father made it for me," Penny continued, seemingly unaware of Neo's disbelief. "It's so I can dance wherever I go."

Plus, it's an effective sonic weapon_,_ Neo added.

"Yes," Penny said with a smile. "Though that was more improvisation on my part."

You like dancing_,_ Neo wrote, careful not to add a question mark so Penny couldn't accuse her of cheating.

"While I admit it's a fun pastime," Penny said, "the dancing does serve a purpose. It helps me train to maneuver around the wires attached to my weapons so I don't get tangled in them."

_Of course, all that dancing won't help you if you can't move,_ Neo thought to herself, remembering what had eventually led to the girl's demise.

"What kind of music do you like?" Penny asked.

Neo hesitated. I don't really like music.

"WHAT?!" Penny shouted in surprise, scaring away an owl that had been roosting in a nearby tree. "Everyone likes music!"

Neo just showed Penny the same message again, as if to emphasize her point.

"Well, I'm not buying it!" Penny said. "You leave me no choice."

Neo was suddenly on guard, unsure how to respond to that sinister threat.

Penny suddenly adopted a mischievous grin. "I'll just have to start playing songs until I find something you like."

Neo wasn't sure if she should be horrified or amused.

Penny put her backpack on and opened the panel with the speaker in it. Neo covered her ears, bracing for another assault. When Neo didn't go deaf, she slowly lifted her hands away. Thankfully, Penny had the presence of mind to lower the Pulser's volume to a more reasonable level.

The song itself was being sung by a woman backed up by an electric guitar and drums. Neo adopted an expression of distaste as she listened to the lyrics and recognized the song.

_Come at me,_

_And you'll see,_

_I'm more than meets the eye._

_You think that,_

_You'll break me?_

_You're gonna find in time…_

"K.C. Williams has always been one of my favorites," Penny said. "Have you heard of her?"

The song continued after that, but Neo was trying desperately to tune it out. Of course she had heard of K.C. Williams, she was only one of the most famous musicians in Remnant. The problem was that Neo _really_ hated this song in particular. It had never clicked with her for some reason.

"Let's try a different one," Penny said, noticing Neo's discomfort. She hummed in thought and looked to the sky as the song suddenly cut out. "How about this?"

Just like that, there was a new song to replace the other. It started with a bass guitar laying down a quick beat, then led into a man singing with a suave voice.

_Now summertime's here babe, need somethin' to keep you cool._

_Now summertime's here babe, need somethin' to keep you cool._

_Better look out now though, Dave's got somethin' for you, tell you what it is._

_I'm your Ice Cream Man, stop me when I'm passin' by._

_I'm your Ice Cream Man, stop me when I'm passin' by._

_See now all my flavors are guaranteed to satisfy._

"Lan Haven is another good one to listen to," Penny said.

Neo did like this song quite a bit, but she wouldn't be giving Polendina the satisfaction of victory. She slapped her hands down on her leg to stop it from tapping the beat.

"Not that one either?" Penny asked. "Okay… this one?"

This song was much calmer in tone and more wistful. Williams was singing again, this time accompanied by a soft piano melody. It was a lullaby.

_Hush your cries._

_Close your eyes._

_Stay with me._

Home. Neo had a very strange concept of home. Probably because she hadn't had one for most of her life. She snapped her eyes open with a start. She was drifting off without even realizing it.

_Let's just dream,_

_Quietly,_

_Of what might be._

"This one isn't really suited for dancing," Penny said, "but It's useful when you have trouble falling asleep."

There was a loud _thump_ and Penny jumped in surprise. She looked at Neo. The short woman had suddenly fallen off her seat and laid on her back, eyes shut and mouth hung open. Incredibly, Neo had fallen asleep the instant the first verse of the song had finished.

Penny watched Neo sleep for a brief moment. She seemed so much more peaceful like this. When awake, Neo had looked apprehensive and on guard. Now all that had melted away to the vulnerability of deep sleep.

Penny stood up and placed the notepad and pen next to Neo. After some thought, she placed the bowler hat next to Neo as well. She had been hesitant to touch it at first, seeing how the stranger appeared so attached to the accessory, but decided that it would be better if it was closer to Neo when she woke up.

Penny smiled to herself. "Guess I'm taking first watch."

* * *

"So," the shady guy said with what he thought was a seductive tone, "you from around here or what?"

"You know, I bet if I punched you while moving at Mach 1, you'd lose a lot more than one tooth."

The shady guy froze like a deer in headlights. Then he got up and walked away, busying himself with making an area to sleep. He could already see where this was going.

"Impressive."

Neon looked up as Yang sat down next to her. The blonde dumped her bundle of sticks into the fire they had built and stared into it.

"That creep tried hitting on me too," she continued. "He doesn't know how to take no for an answer, but you drove him away pretty quickly."

"Yeah, something tells me he didn't want a repeat of what happened with you," Neon said with a grin. "That missing tooth was your doing, am I right?"

"Guilty as charged," Yang said. "He should just count himself lucky a tooth is all he lost, considering I used my right arm."

Neon couldn't help herself and flicked her gaze towards Yang's metal limb. It was the most noticeable difference in her old rival, yet she couldn't find the courage to bring it up.

"Okay, now it's time for that explanation you promised me," Yang said. "What are you doing out here?"

"Oh, you know," Neon said with a shrug, "just thought I'd take a vacation, escape from the city for a while, that sort of thing."

Yang gave Neon a nonplussed look. "Be serious, will you?"

Neon frowned. That hadn't been the reaction she had been expecting. Nevertheless, she recounted the events that had brought her here. Ironwood assigning her the first solo mission of her career, sneaking aboard the cargo ship, being found by the other passengers, the fight with the Lancers, and her impromptu crash landing.

"… and when I woke up, your bike was the first thing I heard. So, I chased after you and… well, you know the rest," Neon finished. "Any questions?"

Yang had remained silent for the duration of Neon's tale. She leaned forward now. "Only a few dozen."

"I guessed as much," Neon said.

"So you're telling me that not only is Penny Polendina alive," Yang said, "not only did she run away from Atlas, but she took Weiss with her and the two are trying to find me and the rest of team RWBY to get back her lost memories?"

"That about covers it," Neon replied. "But when you put it like that it just sounds crazy."

Yang shook her head in amazement. "I can't imagine it gets much crazier than this. Have you tried calling either of them?"

"Yep," Neon said, pulling her Scroll out from her handbag. "I called them both while I was looking for you. Weiss won't pick up and Penny's Scroll is busted or something because it won't even ring. But enough about me. What're you doing out here? And please don't tell me you're on a romantic getaway with that loser or I might throw up."

Yang looked past Neon. She could see that her travel guide was firmly conked out. He even had his mouth hanging open with a line of drool leaking out.

"I'm looking for my mom," Yang said, turning back to Neon. "And that guy works for her."

Neon tilted her head. "Your mom lives in the middle of the woods? What is she, a witch?"

"With a capital B," Yang said. "She's the leader of a bandit tribe that wanders Anima. I'm going to get her to help me find my sister."

"That's Ruby, right?" Neon asked.

Yang nodded. "My mom's Semblance lets her form a link with people, then make portals that take her directly to them. She's got one for my dad, one for me, and one for my uncle Qrow. Qrow promised he would keep Ruby safe before he left, so getting my mom to take me to him is a lot faster than running all over Anima looking like an idiot."

Neon nodded. "And what makes you so sure she'll help you? Because it sounds like the whole 'I'm your daughter' thing will only get you so far."

Yang's expression hardened. "She _will_ help me. I'll make sure of it."

Neon gave a low whistle at the ominous threat to Yang's own mother. "And I thought Schnee had family issues. 'Course, if it were me, I would just run across the continent and find Ruby no problem. Probably wouldn't even take me that long. But your way sounds less exhausting, so let's go with that."

"I'm not going anywhere yet," Yang said. "Not until we find Weiss and Penny. We'll get Joe Schmoe over there to guide us to camp so we know where it is, then we'll find them both." Then she furrowed her eyebrows. "You know, that reminds me. You're pretty damn fast. How exactly does that work?"

"Well, I don't mean to brag," Neon said with a shrug. "Actually, that's a lie. I love bragging. I might just be the fastest thing alive. My Semblance is pretty kickass."

"So it's super speed then?" Yang asked.

"Eh, kind of," Neon said. "It's not really that simple. The way my teammate Icarus explained it – he's like the science guy of our little group – it's less straightforward super speed and more like Acceleration. As long as I stay in motion I can keep getting faster and faster."

"That's why you wear the roller skates," Yang said. "To keep you moving?"

Neon looked at her unusual footwear lovingly. "Well, that and I make them look _good_."

"What's the fastest you can go?" Yang asked.

Neon shrugged. "Not sure. I never bothered to check."

Yang raised an eyebrow. "You don't think that would be useful information to know?"

"Let me put it this way," Neon said. "People tell me what I can or can't do all the time and it makes me sick. If someone were to tell me 'you can never go any faster than this,' it would just bring me down. I'd get to that speed and never bother trying to get faster just to see if they're right or wrong. If you don't know your own limits, it makes them that much easier to break."

"I guess that makes sense if you don't think about it," Yang said.

"Exactly!" Neon cheered. "Now you're getting it. And here I assumed that _not _thinking would come easy to you."

Yang turned to the fire, holding the wrist of her metal arm. "I'm trying to cut back on the whole 'acting without thinking' thing."

Neon huffed angrily and crossed her arms. "Okay, that does it. What is up with you?"

Yang looked back at Neon in confusion. "What're you talking about?"

"You've been acting like a total stick in the mud, that's what!" Neon explained. "I've been japing this whole time and you've barely reacted. Where's that fiery, super fun girl I fought back at the Vytal Festival?"

Yang blinked, her eyes turning crimson. Her expression did not otherwise change, and Neon was taken aback by the cold fury. "Sorry about that. I guess I haven't had much to laugh at this past year. What with watching my partner get stabbed by her crazy ex right before he chopped my arm off, having my sister get stuck in a coma only for her to run off with her friends the first chance she got, and having my best friend run away without a word when I needed her most. And two of my friends died on the same night. Did I miss anything? Oh yeah, and there's the fact that I'm about to ask for help from my mom who gave me serious abandonment issues. So, sorry if I seem a little cranky, Neon. I just have a lot to think about is all."

Neon stared at Yang for a moment. Then she coughed nervously. "Um. Right. Glad to see you're not letting it get to you."

Yang blinked and her eyes changed back to their usual violet. "Sorry about that."

"It's cool," Neon said, twiddling her thumbs. "I'm sorry too. I'm really good at annoying people, I just have trouble turning off the charm sometimes."

They sat there, staring into the crackling fire in somber silence. The only other sound was that of an owl hooting in the distance among other nocturnal creatures.

"I'll take first watch," Yang finally said. "When it's your turn, wake me up next. Don't let that guy take watch."

"Aw, how come he gets to sleep in?" Neon whined.

"I wouldn't trust him to watch paint dry," Yang said.

* * *

_Birds flyin' high,_

_You know how I feel._

Neo walked into her boss's office, smirking despite her eye roll. Roman Torchwick wasn't the best singer in the world, but he knew how to carry a tune well enough. He always loved songs that were just one big ego trip. Neo mused that he probably related well to them. Singing to one of these songs while counting his money was easily one of his favorite pastimes.

There he was with his shiny black shoes propped up on his desk and a cigar firmly planted in his mouth. His cane was hung on the wall behind him with his bowler hat hanging off the end. He was busying himself counting huge stacks of Lien, with Michael Bubblé's voice seeping through the speakers of his Scroll. When he had finished counting the money in one stack, he stuffed it into an inside pocket of his immaculate white suit or his lint-free black pants. Strange as it would seem, he was having the time of his life.

_Sun in the sky,_

_You know how I feel._

Neo's smile faltered. Something was strange about the song. There was a distinct drawn-out delay between some of the lines. But, since Roman didn't seem to notice it, she chalked it up to her imagination.

"So, this is how you remember me, eh Shorty?" Roman asked, stifling his cigar in the ashtray. "Counting money and singing to some Michael Bubblé song? Now that's a dream I can get behind. Have you been reading my journal?"

Neo frowned. What did he mean "remember" him? He was right there.

_Breeze driftin' on by,_

_You know how I feel._

"You know, being dead has given me a whole new perspective on life. Ironic, isn't it?" Roman asked with his trademark arrogant smirk. "It's made me appreciate the little things, like how money doesn't really matter when you're dead. And the big things, like how I stole almost half of all Dust in Vale and no one seemed to care. What's a guy gotta do to get some respect around here?"

Neo shrugged. She knew their employers didn't respect them that much, but she didn't let it get to her. They were just a trio of misguided kids, what did they know about respect? Though she was a bit miffed about how they weren't giving him enough credit for stealing all that Dust. They had clearly never undertaken such a huge endeavor, otherwise they would realize how much effort it took to steal that much.

"What I'm trying to say is that being dead has made me realize how much I miss life," Roman said as he turned around. He took his cane off the wall and put his hat on. "Funny how you only realize how much you love something when you lose it."

_It's a new dawn._

Roman began walking out of his office. "Do me a favor, will you Neo?"

Neo nodded without hesitation.

_It's a new day._

"Don't make the same mistake I did," he said, turning to look at her. "Try not to let some grudge over a little girl be the death of you. I can tell you from experience that it's just embarrassing."

Neo stopped. She wanted to nod her head and agree with him, but she found herself unable to move.

_It's a new life!_

Roman shrugged. "Well, just think on it, alright? Consider it one last job from your favorite boss." He tipped his hat at her, then walked out the door. "Now if you'll excuse me, I've got a poker game to get to. I swear, that Monty guy has to be cheating or something. No one's _that_ lucky."

The door slammed shut behind him. At the same time, the lights turned off and left Neo in darkness.

_For me…_

* * *

_And I'm feelin'… good._

The jazz band suddenly cutting into the song made Neo snap her eyes open. Her eyes flicked every which way as she tried to figure out where she was. Then she remembered and sighed. She was saddled with Polendina. What Neo did not remember was falling asleep. She must have been more tired than she thought last night.

She blinked away her grogginess and realized there was a very familiar object right in front of her. The bowler hat. She reached out and held it close to her chest. She wondered what her real boss, rather than some dream version of him, would think of her now. Would he be cheering her on in her quest for vengeance? Would he be pissed that she was working with Penny now? Would he even remember who Penny was?

Neo sighed. She was not so disillusioned by grief to think that Roman Torchwick was a good man. He had done some very detestable things to get what he wanted out of life. But he had given her a purpose when she had nothing, and that was enough for her to remember him fondly.

_Fish in the sea,_

_You know how I feel._

_River runnin' free,_

_You know how I feel._

Neo then realized that the song from her dream was playing in real life and rolled over to see where it was coming from. There was Penny Polendina, swaying and spinning to the slow, groovy beat in the early morning light. Her eyes were closed in utter contentment. Her backpack had its speaker on, and Neo identified it as the source of the music.

_Blossom on a tree,_

_You know how I feel._

_It's a new dawn, _

_It's a new day,_

_It's a new life!_

_For me…_

_And I'm feelin' good._

Neo found herself staring, watching Penny continue to dance serenely. She remembered Penny saying that she liked to dance, but Neo had no idea she was _this good_.

Neo tried to get up, but her hand slipped in the dirt and she fell. Penny opened her eyes in surprise and looked at the short woman.

"Oh no, I'm sorry if I woke you up!" Penny said worriedly. "I was just engaging in my morning routine and you looked like you were in a really deep sleep, so I thought I could –"

Neo put a hand up to ward off Penny's rambling. She put the hat back on and carefully stood up. At the same time, Penny turned off her speaker and walked closer. Then she tilted her head in confusion. "Are you… crying?"

Neo's eyes widened. She raised a hand to her face and felt the dampness under her eyes. She hadn't even realized the tears were there.

"Are you okay?" Penny asked with genuine concern. She held out a hand, but Neo quickly slapped it away and Penny backed off. The mute reached to the ground and picked up her notepad and pen, writing something sloppily. Penny's eyebrows rose when she saw the note.

That was my friend's favorite song.

"Was? What..." She trailed off, unsure if it would be wise to finish that thought. Neo merely wiped the tears away, her face grim and her eyes red.

"I'm sorry if I brought up any bad memories, I had no idea," Penny said.

Neo shook her head, writing down a much neater reply. You apologize too much.

"Ah, oops," Penny said with a nervous smile. "One of my bad habits, I guess."

Neo put the notepad and pen in one of her pockets, then picked up her parasol and slung it on her back. She motioned for Penny to follow her as she walked into the woods.

"Right, let's get moving!" Penny said, her cheery demeanor suddenly returning. "The sooner we find my friends the better!"

* * *

The shady guy yawned and stretched. "I don't know about you ladies, but I slept like a baby."

Neon tightened her fingerless gloves, balling her hand into a fist. He wisely shut up.

"How much further, pal?" Yang asked, putting her jacket on and mounting her motorcycle.

"Shouldn't be long now," he replied. Neon knew he had a name, but she was just as interested in finding it out as she was in the shady guy himself. "Just down the road until we hit a clearing. We'll get there around noon."

"You guys go ahead, I'll catch up," Neon said, stretching her arms high above her head.

"You alright?" Yang asked, looking over her shoulder at the cat Faunus.

"Yeah, I just thought I'd give you guys a head start," Neon said with a cocky grin. "You know, to make it like a fair race."

The two ladies met each other's gaze and nodded while the shady guy wasn't looking. They both knew that the amateur bandit was leading them into a trap. If he wasn't, then he was somehow even dumber than he looked. They knew the plan if it came to a fight.

"Just try not to fall too far behind, alright?" Yang said, turning around and revving her motorcycle twice.

"Me? Fall behind?" Neon asked, pulling her leg up behind her back. "That's even worse than your usual jokes, Blondie."

When the shady guy joined Yang, she took off without another word. Neon watched them go, continuing her morning stretches. Pulling a muscle at super speed was one of the most painful experiences in the world. She winced as she recalled a time that she had learned this fact the hard way.

* * *

It hadn't taken Neo and Penny long to find the cargo ship's crash site. Though the smoke cloud it was giving off had faded considerably since last night, it was still visible against the brightening sky.

What they found there was about what they had expected. The ship was in pieces. The hull was ripped open and one of its wings was embedded in the ground several yards away. The thrusters were letting out thin trails of smoke. The lower level was completely gone. Put simply, there was no salvaging this wreck. Neo reasoned that this, combined with the fact that the cargo was nowhere to be found, was why Raven's gang hadn't taken it back just yet. No doubt they would come back eventually and scavenge for parts they could use.

They found some tracks not too far from where the hull was forcibly opened. Penny went inside to investigate further while Neo inspected the tracks. While she did so, Neo glanced at the android out of the corner of her eye every so often. She noticed with some surprise that the girl was always keeping her temporary companion in her line of sight. If Neo didn't hate Penny's metallic guts, she might have nodded in approval.

"Neo!"

Neo jumped to her feet, a hand already on her parasol. She saw Penny was at the pilot's seat, staring in horror and sadness at what was occupying it. Neo ran over and grimaced at what she saw.

The pilot was still there, strapped to his seat. Not breathing. His helmet's visor had shattered, showing closed eyes. The back of the helmet had cracked apart, revealing an ugly red stain. Penny glanced at Neo. The mute merely stared back with an impassive expression. She had seen much worse than this, both while and before working for Torchwick. Add on the fact that she didn't even know this guy and it was no wonder she couldn't muster up any sympathy for him.

Penny turned back and looked at the man who had helped her and her friends so much in the past week. She knew he had risked his job for them, but it had never occurred to her that he might have been risking his life as well. She felt terrible about never learning his name. She had even asked him about it, but he insisted on not telling her. He reasoned that if the girls ever got caught, then they could truthfully claim they didn't know who their accomplice was. But now that he was gone, it only made Penny feel worse. She might not have known the man all that well, but he had been their ally.

"Thank you," Penny said, bowing her head and closing her eyes. She wasn't sure what else to say or do, so she stood there in silence for a while. Neo watched her mourn with some interest. This was a side to Penny that she had never considered before. It was so easy to think of the girl as a ditzy cheerful airhead and nothing else. Looking at her now, Neo thought that Penny looked more human than some actual humans she had met.

Cinder Fall, for example.

Penny suddenly opened her eyes and turned to her companion. "Neo, I hope it's not too much to ask, but I need another favor."

Neo held her hand out, beckoning Penny to continue.

"Can you…" Penny hesitated and took a deep breath. "Can you help me bury him?"

Neo considered the request for barely a second before nodding.

* * *

Yang looked around at the assembled thugs. There were now six alongside the shady guy.

"Is this everyone?" Yang asked.

The shady guy chuckled a bit. "Yes, little lady. This is it. Well, unless you count the entire rest of the camp back that way." He pointed behind himself with his thumb.

Yang gave one last look around at the shady guy's fellow goons. As she did, she leaned back against her motorcycle and casually placed one hand against one of the handlebars. Without warning she twisted her hand, revving the motorcycle twice. The thugs jumped back, the grips on their weapons tightening. But Yang did nothing more than stand up straight, reaching around and turning off the bike.

She pointed in the direction the shady guy had indicated. "That way?"

The thugs looked at each other in confusion. What was that for? "Uh, yes. That way," the shady guy replied.

Yang nodded. "Good to know. Thanks."

"Now, to pay me back for this tooth," the shady guy replied with a menacing grin, showing off the new gap in his smile, "we're gonna take your bike. And you're gonna take your lumps."

Yang raised her hand, looking at it curiously. It was steady, no shakiness at all. Her heart was racing, but that was normal for a combat situation like this.

"Actually," Yang said, balling her hand into a fist. "I don't think you're going to land a single hit on me." She threw her arm down. The gauntlet on her wrist extended, revealing bright red bullet casings primed for combat.

"Big talk considering you're all alone," the shady guy said, pointing his gun right between Yang's eyes. "Your little cat friend decided to play 'Tortoise and the Hare,' and now you're gonna pay the price."

Yang gave a small smirk. "I'm good, thanks."

Now the shady guy's menacing grin had turned into a frustrated grimace. He turned to the thugs. "Alright, get her!"

He was then immediately launched to the ground by a rainbow blur. If one could see in slow motion, they might have seen the wild grin on Neon's face as her fist connected with the shady guy's jaw. As well as a tooth going flying.

Neon slid to a stop next to him, putting her hands on her hips. "Darn, I didn't have time to build up to Mach 1. Oh well, maybe next time."

* * *

Penny finished smoothing out the dirt and backed up. They had buried him further inland at the foot of a tree. Penny had sliced off a piece of the cargo ship's broken wing and used it to mark the grave. They stood there in silence, Penny out of mourning and Neo out of politeness.

Penny felt a tap on her shoulder and turned to Neo. The mute gave her a piece of paper, which had her notes on the tracks.

One person crawled out of the wreckage. Three people found them. There are three sets of tracks headed back the way they came, so they must have carried the survivor.

"That has to be Weiss," Penny said. With a task to focus on, her grief faded away. "I had Neon with me when we crashed, but I must have dropped her somewhere."

Neo raised an eyebrow. So the Schnee girl _had_ accompanied Penny after all. Now she just needed to figure out who this "Neon" person was.

"Do you have any idea where they're headed?" Penny asked, snapping Neo out of her contemplations.

I have a pretty good idea, Neo wrote. It's not far from here, just follow me.

Penny nodded and they were off. Neo was not exaggerating when she said they were not far off; it only took them a few minutes to arrive at where the tracks had led.

They found a huge wall of pointed logs buried in the ground, their surfaces too smooth to climb. There were gaps between them, too small for anyone to crawl through. Penny was about to continue further, still focused on the tracks at their feet, when Neo put a hand on her shoulder to stop her. The mute pointed and Penny followed her gaze. There was a huge gate that served as the only viable entry point to the compound. Two men were standing guard carrying guns. They were similar in build and identically dressed in dark clothing, save for the fact that one was wearing red and the other in orange.

As they watched, the one in red turned to the one in orange. "Hey."

"Yeah?" the orange one responded.

"Do you ever wonder why we're here?" the red one asked.

"Just to be clear, you're _not_ being philosophical this time, right Dick?" the orange one asked.

Neo smirked when she heard the red one's name. It was immature, yes, but she couldn't help herself.

"What? No, I meant why are we _here_ in this forest?" asked Dick.

"Lake Matsu's pretty close by," the orange one reasoned. "Ships come crashing here just about every day. Or they used to, anyway. That Schnee was the first one we've had in weeks."

Penny's eyes widened. Weiss was with these people?

"I know, so why are we _still_ here?" Dick asked. "We're turning in less and less loot. No one comes out here on foot. Even less will come around by airship once Atlas is finished closing the border. Raven has to realize that. So why are we stuck here in the middle of nowhere?"

"Hiding is my guess," the orange one said. "If we make ourselves conspicuous with more raids on towns and the like, sooner or later _someone_ is going to find out we have Spring. That said, it wouldn't surprise me if we move out tomorrow. We may need to hide, but we're still bandits. We can't stay here if there's nothing to steal."

"True enough," Dick said. Then he thought of something else. "Hey Dex, how much do you wanna bet Shay comes back with another tooth missing?"

"I try not to bet against a sure thing," Dex said. "Now as for which one of his teeth is missing, 20 Lien says it'll be his other front tooth."

"50 says it'll be one from the bottom," Dick fired back.

Neo pulled Penny further into the trees. It was clear they wouldn't hear anything interesting from these two anymore.

"Who are those guys?" Penny asked.

Neo pulled out her notepad again. Bandits. I've been watching them for a while now. That person I'm looking for is trying to find them.

"But if they have Weiss with them, then we have to get in somehow," Penny said. "Still, I doubt they'll just let us walk in if we ask nicely."

Neo may have promised to help Penny find her friends, but she did not agree to help break them out of a highly dangerous bandit camp. She was about to say as much when they both jumped at a very loud sound close by.

_Vroom! Vroom! _

A motorcycle in the middle of the forest? Neo wrote as Penny looked in the sound's direction.

"She sounds angry," Penny mused.

Neo tilted her head. Did Penny just say the motorcycle sounded _angry_?

"Come on, let's go check it out." Before Neo could stop her, Penny began marching through the trees. Neo threw her arms up in frustration and followed.

* * *

All the thugs had their weapons pointed at Neon now. Shay was on the ground, rubbing his jaw.

"So, fellas," Neon said, drawing her nunchaku and spinning them around. "Do you wanna do this the hard way or the easy way?"

The goon closest to her charged forward, swinging his sword down. Neon slid to the side, letting the blade pass through empty air.

"Somehow I knew you'd say that," Neon said, one handle of her weapon over her shoulder. "Let's dance!" She dashed forward, smacking the goon in the head with a satisfying _thump!_ One of his friends began running forward to join him only for him to get smacked in the face by the back of Yang's fist. It seemed the others were so distracted by this new arrival that they had forgotten their original target.

Not giving the thug a chance to retaliate, Yang tripped him with a leg sweep. She followed up with a punch to the stomach as he was falling, punctuated by a loud _bang_ as her Ember Celica fired. No sooner had she kicked the guy away than a girl ran up to take his place. Yang fired the gun in her right arm, spinning her around and putting even more force in the punch she delivered. She heard the telltale click of firearms being primed and turned, raising her metal arm.

The air was filled with the sound of gunfire until the bandits found their guns being smacked out of their hands. They had barely enough time to grab their wrists in pain before the rainbow blur returned and began kicking, punching, and using her nunchaku to smack them wherever she could reach. Seeing they were dealt with, Yang turned and saw two more goons armed with swords fast approaching. She threw her arms down, propelling herself forward with another shotgun blast and passing neatly between them. She raised her fists, punching them in the back of their heads without even looking.

The fight barely lasted a minute. Frankly, Neon found it disappointing. Weren't these guys supposed to be dangerous? She turned to Yang, about to express her disappointment, when she noticed something odd. The blonde was surrounded by unconscious bandits, holding her trembling left arm. She closed her eyes and took a deep breath, and the shaking subsided.

"Hey," Neon said, skating over to her and putting an arm on her shoulder. "You okay?"

"I'm fine," Yang insisted in a tone that made it clear that she was _not _fine.

Neon was tempted to pursue the subject further, but decided against having a confrontation now.

They heard a groan and looked over to see that the shady guy was rising to a sitting position.

"Who are you?" he asked with a cough, pointing his gun at them… or he would have if he still had it. He looked around wildly, but could not find where he dropped it. He glared at the girls. "It doesn't even matter. When Raven finds out what you did, you're dead!"

Yang sighed. "Possibly. But I doubt it." She gave a small smile. "I am her daughter, after all."

Suddenly the shady guy's fury was replaced by confusion, then dread. Neon laughed and cheered. "Nice one, Blondie! Up top!" She raised her hand for a high-five, but only got an unamused look.

"_I'm_ dead," the shady guy said to himself.

He was thrown to the ground again by a smack to the back of the head. Both girls looked at him in confusion.

Neo looked at Shay with a satisfied smile on her face as she opened her parasol above her head. She had wanted to do that ever since she met the creep.

"Wait, who's this chick?" Neon asked.

Yang peered at the short woman. There was a flash of recognition on her face, then her hands balled into fists and her eyes turned red.

"You!" she shouted.

Neo looked up and her eyes widened.

There was Yang Xiao Long. The girl she had tried to kill over a year ago on that train. With a look of pure rage on her face.

Oh dear, this was awkward.

* * *

**A/N: Who's ready for the Volume 6 soundtrack? I know I sure am. I can finally get the Neo vs. Cinder music without Cinder's stupid face ruining it.**

**Bit of a longer chapter this time, but there was a lot of ground to cover. ****Writing dialogue for Neon is so much fun. She's so full of energy and has such a big ego. I'm not sure if her Semblance really is super speed, but I imagine her rainbow trail has to mean _something_. Oh well, maybe we'll get to see more of her in Volume 7 when that comes out and she can get more screen time than just the one scene!**

**As for Neo, I'm trying to play her up as more of an anti-hero/villain. Something I should mention: while Neo is growing a bit closer to Penny, she will still prioritize her own selfish desires first. That being said, they will still be accompanying each other for the foreseeable future. As for if they'll stay together for much longer than that... you'll have to find out as the story progresses.**

**I've kept you here for far longer than usual, so I'll let you go. Be sure to leave a review telling me how I did and what I can improve on for the future!**

**Next time: Yang tries to help Penny restore some of her memories. Yang and Neo reach an unlikely and shaky alliance as the gang tries to figure out how to deal with Raven and free Weiss from her grasp.**


	10. Chapter 9: Recall

**Review Responses**

**merendinoemiliano: Making characters bond and drawing them closer together is always one of my favorite parts of writing. Here's hoping you enjoy some more of it!**

**Combine117: No worries, I didn't intend to be mean. And as for whether the Roman in Neo's dream was his real spirit or just a figment of her unconscious imagination... who knows?**

**Conna McCanna: One of my favorite parts of Neo is that she makes a great anti-villain/anti-hero. Hope you're enjoying my portrayal of my favorite RWBY character!**

**3-13 Sniper: I don't know if I can fit the whole "copyright law" routine in here without it sounding forced. It's a shame because it's one of Sonic's funniest lines. Also, you are absolutely right about the divergence.**

**I'm disappointed no one picked up on my Red vs Blue reference last chapter. Oh well, maybe next time.**

**Edit 2/2/2020: Made some overall edits to make the writing more concise and easier to read.**

* * *

"You!" shouted Yang, glaring daggers at the new arrival.

Yang couldn't believe her luck. Just when she thought things couldn't get any more hectic in her life, an old enemy appeared out of nowhere. She could still remember that first meeting of theirs on that train. That incredibly disastrous meeting that ended with said train crashing into Vale. Neo had nearly killed her then, and it was only the timely intervention of Yang's mother that had saved her life.

But this time, things were different. This time, Yang was stronger – no, _smarter_. She remembered the Neo's tricks. This time, she wouldn't give the assassin the chance to end her life.

Yang began walking forward. Neo's grip on her parasol tightened. Where had this annoying, fiery lady come from? Penny had only mentioned two people travelling with her. Then she remembered: Raven Branwen was Yang's mother. Little Miss Mommy Issues must have finally tracked her down. Well, now Neo would get the chance to finish what she had started on that train over a year ago. This time, no one would be coming to Yang's rescue.

Neo stepped forward.

"Uh, Blondie?" Neon said, dashing in front of Yang. "Maybe you should just cool it? I mean, we don't want to attract any more attention, right?"

"Stay out of this," Yang said, pushing Neon aside. The cat Faunus lost her balance and fell to the ground. Yang could feel her hand shaking but tried to ignore it.

Neo closed the canopy on her parasol and pointed it at Yang. Her finger rested on the trigger, pulling back ever so slowly…

"STOP!"

Both ladies turned their heads to address the new speaker. Yang stopped and blinked, her eyes turning violet and her mouth hanging open.

Penny had broken through the trees. She put her hands on her hips and frowned at Neo. The short woman would have thought the pose was rather adorable if the situation weren't so serious.

"Neo, I thought _you_ were the one who told _me_ that we had to stay hidden!" Penny said angrily. "What is it with you picking fights with random girls in the middle of the forest?"

Neo's eyebrows furrowed. Didn't Penny know a grudge match when she saw one?

Yang stepped forward, her hands unclenched. "Penny?"

"And you!" the android shouted, turning to Yang with the same fed up expression. Yang took a step back in surprise. "How dare you attack my friend without provocation!"

Even if Neo could protest that she and Penny were _far_ from being called friends, she knew it would not be a very wise thing to do given the current situation.

"Friend?" Yang asked. She jabbed her thumb in Neo's general direction. "Do you even know who this lady is?"

"Of course I do!" Penny retorted. "Her name is Neo Politan and she's helping me find my friends!" She turned to Neon and waved. "Hi, Neon! I'm so sorry for dropping you in mid-air like that."

At first, Neon was too shocked at how quickly the situation had escalated to give a reply. Then she cleared her throat. "Uh, no worries, it's cool."

Penny smiled warmly, then turned back to Yang with just as much frustration as before. "Why do you want to hurt my friend?"

"Your 'friend' is a wanted criminal!" Yang shouted. "She helped cause the Fall of Beacon!"

Penny turned to Neo, her expression unchanged. "Is this true, Neo?"

Neo hesitated, then nodded. There was no point in lying to her.

Penny stared at Neo for a moment longer before addressing Yang. "Even if that's true, Neo has been very helpful to me since we met! Well, she did try killing me first, but after that she helped me track down Weiss to this bandit camp!"

"You know where Weiss is?!" Yang asked with surprise.

Penny blinked, her fury diminishing slightly. "Wait, how do you know Weiss, stranger?"

Yang also blinked in surprise. "Penny, you don't remember who I am?"

"Should I?" Penny asked. She held her head. "Wait, you know my name. Oh no. Stupid memory, why can't you work when I need you to?"

While Yang and Penny continued their rather heated discussion, Neo was twirling her open parasol above her head in boredom. She suddenly realized she had a golden opportunity here; she finally had a chance to abandon this annoying and heavy metal load. Penny was certainly too distracted with her argument to notice if her companion simply vanished. Neo turned around, ready to walk away into the trees and never be seen again.

Only for her to be faced with a new annoyance.

"Sup, Ice-Cream Lady?" Neon asked, waving her tail in greeting. "I really dig your hat. My name's Neon, by the way. Hey, your name is Neo, right? That means our names are one letter apart! That's like a real freaky coincidence, right?" Without warning, she had her arm around Neo's shoulder. "We're gonna be _best_ friends, I can tell! We can paint our nails, and try on clothes, and talk about cute boys! Ha, just joking. I'm not really into that stuff."

Neo didn't even bother hiding a sigh. Maybe she had really died a year ago when she fell off that airship and this was her own personal Hell. It made about as much sense as anything else that had happened to her lately.

"Penny, it's me! Yang!" the blonde shouted.

"Yang… Yang… Yang!" Penny suddenly perked up. "Weiss told me about you!"

Yang was now severely confused. "What did she tell you about me?"

"Hmm, let's see…" Penny held her chin in her hand in deep thought. "Well, she said you're rash, immature, hotheaded, and that you're responsible for causing one of the most destructive food fights Beacon has ever seen."

"Okay, that last one was way off!" Yang protested. "If anything, it was _Nora_ who threw the first pie!"

"But you're not objecting to everything else, right?" Neon asked. "I would've also added that you're a total stick in the mud, but that's just me."

"I wasn't finished!" Penny said. "Weiss also said that you're strong, confident, funny, surprisingly wise, and that you're one of the best friends she's ever had."

Yang stared at Penny, taking in what she had just heard. "I can't believe it."

"I know! Someone actually thinks you're funny!" Neon exclaimed.

Yang chose to ignore her old rival. "Penny… I can't believe you're actually alive."

"Wait!" Penny exclaimed. "If you're Yang, that means you might be able to help me restore my memories!"

"So, you really don't remember me," Yang remarked. "But you clearly remember Weiss. I don't know if I should be offended about that or not."

"But I only remembered her after her outburst at the concert," Penny said. "What could that mean?"

"Uh, guys?" Neon piped up. "Do you think maybe we could continue this incredibly emotional reunion somewhere more private? These goons aren't going to stay unconscious forever."

She indicated the previously still forms of their would-be ambushers, some of whom were beginning to stir.

"Maybe so," Yang said, "but I'm not leaving my bike alone with these guys."

"Not to worry!" Penny said with a thumbs-up. "Penny Polendina will take care of it!" At her words, she walked over to the motorcycle and sat on it with her legs dangling over the side.

"Hey there, Miss Bumblebee," Penny said, rubbing between the handlebars like one might pet a cat between their ears. "Do you mind if we take you deeper into the trees so none of these mean bandits can csteal you?"

Yang, Neon, and Neo all watched this with fascinated confusion. "Okay, I know she was weird before, but I definitely don't remember her talking to motorcycles," Yang remarked.

"She does realize she needs the key, right?" Neon asked.

"I know you're angry at Yang for dragging you through this dirty forest," Penny said. She was now on her belly, reaching over the handlebars to pet the bike between its headlights. "I heard your angry screaming before. You were all…" Penny suddenly pretended to flex her muscles and began talking in a gruff voice. "'Vroom! Bumblebee smash puny bandits for making her get dirt in exhaust pipe! Vroom!' If we take you deeper in the woods, though, you won't have to see them for a while. I'll even give you a deep cleaning when this is all over. How does that sound?"

For a second, nothing happened. Then without warning, the bike roared to life and its headlights began blaring in the other girls' faces.

"Thank you so much, Miss Bumblebee!" Penny exclaimed, patting it on the "head." She turned to the others and smiled, oblivious to their incredulous expressions. "I'll find somewhere to park her where she'll be comfortable. You guys camp out there, I'll be right back!" She pointed to the trees opposite the direction of the bandit camp. Then she put her hands on the handlebars and hummed to herself. "Let's see, to go forward, we AAAHHHH!" She twisted on the handlebar and was sent flying past the others, the roaring of the bike fading out into the distance.

"So, uh," Neon remarked, scratching her head, "that just happened."

"Did Penny just _sweet talk_ my motorcycle into starting itself?" Yang asked incredulously.

Neo merely stared in the direction Penny had taken off. She found herself recalling her first meeting with the android and the wing on her backpack straightening itself out.

A few minutes later, Yang, Neon, and Penny were sitting in a circle while Neo watched the unconscious forms of the bandits. Neo found herself wondering just how hard Neon and Yang had hit the goons that they were still knocked out. Yang made sure to sit in the perfect position to keep Neo in her line of sight in case the assassin tried anything. Yang had forced the short woman to explain herself in the short time their mutual acquaintance had been gone. Penny might be willing to vouch for Neo, but that didn't mean Yang had to trust her.

Penny, for her part, had repeatedly assured Yang that she had parked Bumblebee in a safe place where no one would find it.

"So, care to explain how you were able to _convince_ my motorcycle to start for you?" Yang asked.

"I just asked nicely," Penny said with a smile. "Bumblebee is very nice, by the way. She just has a bad temper is all."

"Have you always been the Tech Whisperer?" Neon asked, casually lounging on her side.

"If you mean 'Have you always been able to hear the voices of machines?' then yes," Penny said. "I've been able to do that for as long as I can remember… which isn't very long at all, admittedly."

"Maybe that's your Semblance," Yang suggested. "Maybe you can talk to machines, even control them in some way."

"That is a distinct possibility," Penny said. "But why did it only manifest itself now?"

"Maybe it's because you died," Neon said bluntly. Yang gave her a glare, which Neon answered with a perplexed look. "What, too soon?"

"No, I think you might be on to something," Penny said, her expression distant in deep thought. "There have been many recorded instances of Semblances being unlocked during times of great trauma and stress. Maybe my demise at the Vytal Festival and being brought back a year later is what triggered it. Oh yes, and when the wing on my jetpack was bent, I tried forcing it back into my backpack and it straightened itself out. I might be able to repair machines, too!"

"Wait, you have a jetpack?" Yang asked in confusion.

"Of course," Penny replied. "How do you think I got back here so quickly?"

"Guys, maybe we should save the Semblance epiphanies for later," Neon said. "We still have to figure out how Yang can fix Penny's memory and how to rescue Weiss."

"Let's solve the relatively easy problem first," Yang said, turning to Penny. "How did Weiss jog your memory the first time?"

"We were at a party," Penny said, recalling the event. "I didn't recognize her at first, but she hugged me after I saved her from a boy flirting with her."

"_She_ hugged _you_?" Yang asked. "Are you sure you didn't mix that up?"

"No, I'm remembering that correctly," Penny said. "Then we heard a lady saying that the people of Vale had the Fall of Beacon coming to them and Weiss started yelling at everyone. That's when I started remembering who she was."

"Now _that_ sounds like Weiss," Yang said. "Can't say I blame her for doing that. Frankly, I would've done a lot worse than yell at her."

"Hey, wait a minute!" Neon exclaimed, rising to a sitting position. "Maybe that's how we can fix Penny's memory! If Weiss gave Penny déjà vu by acting like an Ice Queen, then maybe Yang needs to act like her old self too!"

"And how do you propose we do that?" Yang asked.

"There's nothing for it," Neon said with a wicked smile on her face. "We have to get you… _Yangry!_"

Neo heard this and shook her head in disapproval. Penny cracked a small smile and stifled laughter, but Yang just continued staring at Neon, completely stone-faced.

"Oh, come on!" Neon said with her arms crossed. "A year ago, you'd be rolling on the floor laughing!"

"I've changed a lot in a year," Yang said, turning away and staring at the ground. "I don't get angry easily anymore."

"Is that so?" Neon asked, shifting to sit next to Yang. "But I bet you still can't stand it when someone does… this! _Yoink!_"

At that moment, Neon grabbed a fistful of Yang's hair and gave it a tug. An instant later, there was a sizzling noise and Neon quickly took her hand away, shaking it in pain. Her eyes widened, as did Penny's. Yang's hair was glowing with energy, turning just as hot as its fiery shade of yellow made it look. Yang turned her burning red eyes to Neon, her fist clenched.

"Uh, it's just a prank?" Neon whimpered.

Yang pulled her arm back and threw a massive punch into Neon's shoulder.

* * *

_Penny nearly fell off her seat when the massive explosion engulfed Yang's form. The battle had barely begun! There's no way that boy could have won so_ _easily!_

_Her suspicions were correct. No sooner had the dust begun to settle than a massive heat wave swept the entire stadium. Suddenly, there was Yang, pounding her fists together with her yellow hair burning with an alluring glow._

_The boy turned around, seemingly amused by this turn of events. He barely had time to react when Yang rushed forward, arm raised for a retaliation that would no doubt be incredibly painful. The boy just managed to block, sliding until he had nearly fallen off the raised platform. Seeming to decide that offense was the best defense in this scenario, he ran up to Yang and delivered two high kicks. Yang easily ducked under the blows, then delivered a massive punch to the chest augmented by her shotgun gauntlets. _

_Then Yang punched him again, accompanied by another loud _bang!_ The battle became incredibly one-sided, with the boy able to put up as much resistance as a novelty punching bag. The air was filled with the sound of gunfire as Yang continued her beatdown, the roar of the crowd only adding to the cacophony. _

_Finally, with one last brutal attack to the stomach, Yang launched the boy halfway across the platform. There was a flash of silvery light that quickly flickered away. Penny looked to the screen to confirm what she saw; the boy's Aura had completely diminished._

"_What a way to kick off the finals!" blared the announcer over the cheers and applause that were now filling the stadium, with Penny joining in heartily._

_Yang's shoulders slumped over as she relaxed. She waved to the crowd as she casually walked up to her opponent, then said something that only the two of them could hear. She walked away, likely towards her teammates to bask in celebration._

_Then, without warning, she turned around and smashed her fist into the boy's leg with a sickening _crack!

_The audience was immediately silenced by such a sudden act of brutality. Penny felt her Aura Furnace begin to chill. Then a new sound filled the air: the shouts of unanimous disapproval. Penny looked around, seeing the confused and angered faces of everyone around her and began to fear for her friend's sister. Armed guards, accompanied by Atlesian Knights, surrounded Yang, their guns pointed right at her as if she were a hardened criminal. For her part, Yang looked just as confused as everyone else, looking around wildly as if she had been snapped from a daze._

_Penny felt a hand on her shoulder and looked up into General Ironwood's eyes. It was only the copious amount of time Penny had spent with her mentor that allowed her to see that he was filled with dread and resignation._

_Ironwood opened his mouth to say something._

* * *

"Penny!"

The android blinked in surprise. Yang was snapping her fingers in her face, trying to get her attention.

"Yang?" Penny asked. "Do you remember that time at the Vytal Festival where you were fighting that boy dressed in gray?"

Yang winced. "Not one of my finest moments. So, you remember a little more now?"

"Only a little," Penny admitted. Then she realized something. "Where's Neon?"

"Right here," called a strained voice from behind Yang. Penny looked and gasped. Neon was now entangled in a bush, her hair wild and a bruise on her shoulder. The bruise was very quickly fading, but there was clearly something else wrong with Neon. For one thing, her eyes kept crossing when she tried focusing on Penny's face.

"Oh my goodness!" Penny cried, rushing to Neon's side. "Are you okay?"

"Uhhh," Neon said, trying and failing to get out of the bush. She gave Penny a lopsided smile. "Meow?"

"Geez, I didn't think I hit her _that_ hard," Yang remarked as Penny pulled the skater free.

Penny felt a tap on her shoulder and turned to see Neo standing right behind her. She was struggling to lift Penny's surprisingly heavy backpack. While Yang balled her hands into fists, Penny just stood up and looked into the short woman's eyes.

"What is it, Neo?" asked Penny, accepting her backpack from her friend.

Neo pointed behind her. They looked in the direction she indicated to see that one of the bandits was rising to a sitting position and, judging by the groans some of the others were making, his allies wouldn't be far behind.

"Okay, if we're going to make a plan, we'll have to do it fast," Yang said. She pointed at Neon, who was stumbling to her feet. "Neon, can you still fight?"

"I'm okay," replied Neon. She blinked hard and breathed a sigh of relief when her eyes stopped crossing. "It looks like that punch only gave me amusing injuries, nothing serious."

Yang pointed at Penny next. "Does your jetpack still work?"

"I don't have a lot of Wind Dust left to power it, but it should still function," Penny replied with a nod.

Yang pointed at Neo. The two locked eyes for a moment and silently came to an understanding. Even if they hated each other's guts, they would have to put aside their differences for now. "You've been watching these guys for a while now. Do you know where they might be keeping Weiss locked up?"

Neo nodded.

"Okay," Yang said, pulling everyone into a huddle. "Here's the plan…"

* * *

Dick and Dex heard the footsteps and instinctively raised their guns. Their grips only tightened when they saw who was coming: the ambush party from earlier, this time accompanied by two young women. The blonde one had Shay in a headlock and was forcing him to awkwardly hobble alongside her. The cat Faunus was spinning her nunchaku in one hand, roller skating backwards as she watched the other members of the ambush party, all of whom were unarmed.

They all stopped when they reached the gates. Yang put her right fist against Shay's head, revealing the bullet casings within.

"Open the gates," Yang demanded. "_Now_."

They were in a standoff for a moment. No one dared make a move for fear of forcing the other party to do something drastic. Finally, after what seemed like an eternity, Dick and Dex lowered their guns with a sigh.

"Dammit, Shay," Dex said.

Shay gave a nervous smile, showing off his missing teeth. One on top, and one on bottom.

"Hah! Pay up!" shouted Dick as he moved to push the right gate open.

"Really? We're discussing this _now_?" Dex replied as he pushed the left.

* * *

While this confrontation was happening, Penny and Neo were approaching camp from the other side of the wall. Neo was peering through the gaps in the logs, trying to pinpoint the spot where she had seen the massive empty cage earlier in the week.

"Neo," Penny said. There was a definite edge to her voice.

Neo glanced in her direction, then went back to peering through the gaps and sidling along the wall.

"You helped cause the Fall of Beacon," Penny stated.

Neo's shoulders slumped. They were really having this discussion _now_?

"I'm not asking for you to tell me everything right this moment," Penny continued. "But I do have to ask you one thing." She steeled herself for what she would say next. "Your friend. Did they die at the Fall?"

Neo looked at Penny for a moment. She gave a small nod.

"When this is over, I want a full explanation," Penny said.

Neo nodded again. She peered through the next gap and beckoned Penny over. The android looked through from above Neo's head and gasped. She couldn't see much through the tiny opening, but she could make out Weiss's distinct white hair and blue clothes. Fortunately for them, there were no guards stationed near her. Yang and Neon were fulfilling their part of the plan by distracting everyone in camp.

Neo pulled Penny away and pointed at her head.

"You have an idea?" Penny asked.

Neo nodded. No one would likely be looking in their direction, but just in case…

Neo put a hand on Penny's shoulder and closed her eyes in deep concentration. She gritted her teeth, concentrating all her energy. She had only discovered this trick to her Semblance recently, so she was still a little shaky.

Penny's eyes widened in amazement as she watched Neo and herself change. It was as if pieces of themselves were flipping over to reveal transparent sides underneath. She didn't feel any change, but watching the event unfold was perhaps _more _surreal because of that. Before long, they were completely invisible.

"Incredible," Penny whispered as she continued admiring herself… or rather, the space she knew she was occupying.

There was silence. Then Penny heard snapping and looked up to where she remembered Neo's face was. "Right, sorry. Put your other hand on my other shoulder."

After only a second, Penny felt the contact. She raised her own hands and traced Neo's arms back to her shoulders. She hugged Neo tight, much to the short woman's surprise and discomfort (not that Penny could see that).

"Hold on tight," Penny said. There was a small _whoosh_ as Penny's jetpack extended its wings. After she was sure that Neo wouldn't fall off, she flew into the air. In mere moments, they passed over the wall of pointed logs and gently lowered to the ground.

There was a flash of light and a sound like glass cracking as Neo's illusion dispelled. The short woman stood up, then immediately grabbed onto Penny's shoulder again for balance.

"Are you okay?" Penny asked.

Neo nodded, taking deep breaths.

Penny watched Neo catch her breath for a moment longer, then turned to their real target with a smile. "Never fear, Weiss! Penny Polendina is here to resc –"

She stopped her loud whispers and blinked in surprise. Weiss stared back. There was a tiny version of the Arma Gigas (which was a bit of an oxymoron now that Penny thought about it) sawing away at the ropes binding Weiss's wrists together.

"Oh," Penny said. "Well, thank you for thinking ahead!"

Weiss continued staring back like a deer in headlights. Then the final rope was cut, and she was snapped out of her daze.

"Penny?!" Weiss whispered incredulously. "What are you doing here? And more importantly, what is _she_ doing here?!" She pointed at Neo, who merely gave the sky a long-suffering look.

"That's not important right now," Penny replied. "All you need to know is that she's here to help bust you out of jail!"

Weiss looked back and forth between her two rescuers: one an old enemy and one an old friend, the most unlikely pair she could imagine. Then she shook her head. "Alright. Well, step one is complete." She began rubbing her wrists, relishing in the absence of the abrasive bindings. "How do you intend to get me out of here?"

"Oh, that's easy," Penny said. She inspected the bars. They were spaced apart a fair amount, but not enough for a person to simply step right through. She nodded to herself and took two adjacent bars, one in each hand. With a rather strained expression, she began pulling them apart. Neo and Weiss flinched at the groaning noise made by the bending metal, but after a few seconds of this, their worries were put at ease when no one came to check on the prisoner.

Penny finished pulling the bars apart. Now there was plenty of room for Weiss to walk right out of her cage as if it weren't there, which she did.

"Okay, now let's get out of here!" Weiss whispered in a slight panic.

"Not yet," Penny said. "We still have to wait for Yang and Neon to finish talking to Yang's mother. Then we can go meet Ruby!"

"Yang… her mother… Yang's mom kidnapped me?!" Weiss demanded, her panic increasing with every word.

Neo facepalmed at this. Penny sighed. "Well, I suppose we have some time until they convince her to open the portal. Let me explain everything from the beginning. It all started when I dropped Neon and crashed in the woods…"

* * *

Raven walked out of her tent and took in the scene before her. All of her underlings were gathered in the square, giving wary looks to a pair of intruders and holding their weapons tightly. Shay was on the ground in front of her tent, his face filled with fear when he saw his leader, wearing that intimidating helmet as always. Vernal was right next to Raven's tent, arms crossed and watching the duo curiously.

Yang and Neon stared back into the featureless white and red helmet Raven was wearing. The two could not have looked more different. Yang's expression was grim and determined. Her arms were crossed and her posture rigid with unease. Neon was casually leaning to one side, a one-sided smirk on her face. At some point, she had stolen Yang's sunglasses and had put them on, which was pointless seeing how it was almost dusk. In short, they were two sides of the same coin that was teenage years; Yang looked moody and reserved while Neon was oozing with devil-may-care attitude. Never mind that they were both closer to being in their twenties than teenagers.

Raven raised an eyebrow under her mask. Not the most intimidating pair in the world. She turned to Shay, still lying on the ground. He let out a whimper, scrambled to his feet, and quickly joined the circle of his cohorts. With that annoyance dealt with, Raven turned back to her daughter.

"You know," she said, voice somewhat muffled by the mask, "it's impolite to just enter someone's home without permission."

"Guess I didn't have my mom to teach me that, huh?" Yang immediately replied, putting a hand on her hip.

Neon's smirk grew into a full-on toothy grin.

Raven slowly removed her helmet. Neon's eyebrows raised. It was clear where Yang got her chaotic hairstyle from.

"So, after all this time," Raven said after placing her helmet on a box, "you finally decided to visit."

Yang's left arm began to tremble. She quickly grabbed it to steady herself. She felt a hand on her shoulder and turned to Neon. The skater gave her a smile and a thumbs-up. With the shades, the only thing that could have completed the image was if her teeth were sparkling.

Yang turned back to her mother with renewed confidence. "You _know_ that I searched for you. I spent _years_ looking for you."

"And you found me," Raven said. "You were patient, determined, and strong enough to make your dream a reality. Well done, Yang." She gave a small smirk. "But did you have to be so rough with my men?"

"I didn't want a fight," Yang replied.

"I did," Neon said.

"They started it," Yang insisted.

"But we totally finished it, am I right?" Neon asked.

There was an awkward silence. Neon yawned and began tapping her foot impatiently, quite the feat considering her choice of footwear.

"Right," Raven said. "I'm sure this is all very overwhelming, but I must admit that you've proven yourself. So, any questions you have, I'll be happy to answer. You can stay the night. I'll even have the cooks whip up something for you."

"That's not why I'm here," Yang suddenly said.

_Yeah, this bandit camp in the middle of the woods doesn't exactly scream 'five-star restaurant,' _Neon thought to herself.

"What was that?" Raven demanded, as if the thought of her daughter _not_ looking for her specifically was inconceivable.

"I'm not here for you," Yang elaborated. "Ruby is somewhere in Mistral. She's with Qrow and she's going to need my help. I just need _you_ to take me to her."

Raven raised an eyebrow. "And why would I do that?"

"Because we're family," Yang said, placing her hands over her heart with a sarcastic smile.

Raven scoffed. "Family. Only coming around when they need something."

The air was suddenly filled with raucous laughter. Everyone's eyes turned to Neon, who was holding her sides and shaking with amusement.

"Something funny, little girl?" Raven asked.

"Yeah," Neon said, catching her breath. "I'm sorry, that was just so _amazingly_ hypocritical that I had to laugh. Go ahead, keep talking."

Raven looked at Neon with an unreadable expression. Then she turned back to Yang. "I have to say, I'm disappointed. You found me, didn't you? Why not take that drive and use it to find your little sister if she means that much to you?"

"Because you're going to save me time," Yang said. "Ruby was heading to Mistral, but there's no guarantee that she made it there. Looking for her in Anima could take ages." She adopted a mischievous grin. "But, Dad told me how your Semblance works."

"Tai," Raven whispered like a curse word.

Neon tuned out Yang as she explained her mother's Semblance and looked around. She had been looking around this entire time, using the benefit of the shades to hide the movement of her eyes. None of the assembled lackeys had made a move for them yet, but it never hurt to be vigilant.

Her eyebrows furrowed. Her hearing wasn't as acute as that of other Faunus with animal ears, but it was still stronger than that of a human's. If she concentrated hard enough, she could hear what sounded like whispering. Very _familiar_ whispering.

_What are they doing?_ Neon thought to herself. She hadn't noticed if any of Raven's tribe were also Faunus, so she didn't know if they could hear the faint voices as well. Her heart began to race.

"… It's very noble of you to want to help out your sister." Raven's voice snapped Neon out of her musings. "But if she's with Qrow… then she's already a lost cause."

"What does that mean?" Yang asked warily.

"You don't want to get mixed up in all of that, Yang," her mother answered, though no one could tell if that was genuine concern in her voice or if it was a farce. "Ozpin is not the man you think he is, and Qrow is a fool for trusting him."

"Ugh, haven't you been listening, Mother of the Year?" Neon demanded. "Did you forget to put in your hearing aids this morning? We don't _care_ about this Ozpin dude. We just. Want. To get. To Ruby. _Now._"

Everyone was stunned silent by this abrupt and very impolite outburst.

"Neon, what are you doing?" Yang whispered to her. "I told you to let me do the talking."

"And clearly being polite isn't going to work," Neon whispered back. "We've got to be more assertive."

"Who are you again?" Raven asked, her voice dangerously low.

Neon turned to the Branwen with a grin and pointed a finger gun at her. "Neon's the name, and speed is my game! I'm also super impatient, so I would really love it if you open that portal thingy and let us go find your bro."

Raven's eyes narrowed. "My brother is involved with Ozpin. Ozpin is orchestrating something too big you to comprehend. If you get wrapped up in that, you may never escape. You want my advice, Neon? Get out while you still can."

"I didn't ask for your advice," Neon replied. "I asked you to open the portal."

"You'd blindly follow a man who would throw your life away for his own design?" Raven asked. "You don't care about the fact that Ozpin is using all of us?" Raven asked.

"I honestly couldn't care less," Neon said without missing a beat. "I'd much rather be around this Ruby chick anyway. It sounds like she knows how to have fun. Unlike you guys. What do you do all day? Stand around, wait for a cargo ship to crash, steal all the goods, rinse and repeat until you die of old age? That's no way to live!"

Raven's glare intensified. "How can you be so annoying?"

"I'm told it's one of my more charming qualities." Neon held her chin in thought. "Then again, it was Krane who told me that, and knowing him it might have been a stealth insult."

Raven stared at Neon utterly bewildered at the girl she was faced with. She shook her head in disbelief and turned to her daughter again. At this point, Yang had clearly given up hope. She was holding her forehead and looking at the ground.

"Thank you for introducing me to your _very_ entertaining friend, Yang," Raven said. "But I'm afraid we're done here."

She moved to walk back into her tent. Some of her cronies began closing in on the pair of intruders, weapons at the ready. Neon looked at them all, thinking about how long it would take to knock them all out. Her current estimate was a little less than ten seconds.

"Mom," Yang said.

Raven stopped at the entrance to her tent and looked at Yang. For a moment, one could see there was something that resembled concern in her eyes. Then her face was as unreadable as the featureless mask under her arm.

"We're not leaving until you _take us to Qrow!_" She shouted the last words as her eyes turned red.

"That's enough!" shouted one of the goons. The two girls looked at him, Yang with rage and Neon with curiosity. "You two are done insulting our leader!"

"Are you kidding? I've barely started!" Neon said. "I've still got a whole list of insults to get through!"

This was too much for the bandit to take and he charged at them.

What happened next occurred in the time it took everyone else to blink.

Neon raised the sunglasses onto her head, sizing up her attacker. She nodded to herself and set to work. She dashed behind him and kicked his legs out from under him. While he was still in the air, Neon kneed him in the face, flipping him upright. Then she raised her leg and gave a powerful kick to his midsection.

The bandit went flying, crashing into a tent and getting tangled in a pile of sticks and cloth. Neon dusted her hands off, even though she didn't do anything with them.

"And that's why you don't mess with the best," Neon boasted, snapping the shades back over her eyes.

"Uh, Neon?" Yang asked.

"What?" Neon noticed Yang pointing in the direction the bandit had gone flying and followed her gaze.

The particular tent she had kicked the bandit into had been blocking everyone's view of the cage that Weiss was in. Except Weiss was no longer _in_ the cage.

Neon raised the sunglasses above her head again. "Shit."

"Where is the prisoner?!" demanded Raven. With the rage in her voice and the fury in Yang's eyes, it was easy to see the family resemblance in that moment.

"Well, looks like subtlety is out." Yang and Neon jumped with surprise. It had sounded like Weiss had spoken from directly behind them, yet there was clearly no one there.

There was a flash of white light and a sound like glass cracking. When the light faded, Weiss, Penny, and Neo were all standing behind Yang and Neon. Everyone else gasped in shock and yelled in anger.

"What happened to the plan?" Penny asked.

"You mean the plan of asking Yang's mom nicely to take us to Ruby?" Neon asked. "Yeah, turns out that _wasn't_ the smartest idea."

More bandits began to quickly close in on them. Weiss threw something on the ground. In a burst of white smoke, the Arma Gigas rose to its full glory, towering over the camp walls. Their attackers stopped in apprehension. The golem raised its sword, ready to cut down anyone who dared approach its master.

"So, what was Plan B again?" Neon asked, spinning her nunchaku.

"There is no Plan B!" Yang shouted with her fists raised.

"Damn. Hey Neo, got any ideas?" Neon asked.

Neo, parasol open above her head, gave Neon a rude gesture in response.

"Okay, how about we just beat up everyone until my mom gets sick of us and gets rid of us?" Yang suggested.

"Sounds like fun! Why didn't we do that in the first place?" Neon asked.

There was a clap of thunder. Despite there being no clouds in the sky, lightning had struck the space between Raven and the five ladies. Everyone stopped moving, stunned silent and staring at the newly formed scorch mark. The woman next to Raven's tent had her hand raised, signifying her as the source of the freak of nature.

"ENOUGH!" screamed Raven, her voice echoing almost as much as the thunder had. Everyone fixed their attention on her. "If you don't all keep it together, this place will be crawling with Grimm." She looked to her assistant. "Give the girl her weapon back."

The lightning lady, apparently Raven's second-in-command, looked at her leader in surprise. The others noticed Myrtenaster was in her hand. Raven merely nodded. Sighing, the lady threw the sword hilt first to Weiss, who easily caught it.

"You five, in my tent, _now!_" Raven demanded, her patience gone.

"Why?" Yang asked with suspicion.

Raven hesitated, taking a deep breath. "If you're going after Ruby, then you need to know the truth." Without another word, she turned and walked into her tent. At a glance from her second in command, the other bandits began walking back to where they had been earlier.

With no immediate threat, the five girls took a collective deep breath.

Yang turned to Weiss. "Sorry about –"

Her next words were cut off when Weiss dropped her sword and threw her arms around her old friend. Yang looked at the Ice Queen in shock.

"I missed you so much," Weiss said with a shaky voice, her eyes squeezed shut.

Yang smiled. "I missed you too." She closed her eyes and returned the embrace. For the moment, the two forgot about Atlas, Raven, Penny, and all their worries. It was like they were just two Beacon students again, and they were content.

Penny held her hands to her chest. It warmed her heart (in a manner of speaking) to see the two friends reunited. Neo watched with mild interest. The two of them heard a strange sniffling sound and turned to Neon. Her eyes were damp.

"Neon? Are you okay?" Penny asked.

"Y-yeah," Neon said, wiping her nose. "Just something in my eye." Watching the two old teammates hug was reminding her of her own teammates back home.

* * *

**A/N: Not sure what's up with me and long chapters lately. Hopefully it's not too annoying.**

**The biggest obstacle for me this chapter was making it too much like canon. The last thing I want is to copy and paste the episode script into a word document and call it a day. I want to make it interesting for you guys to read. I hope I succeeded on that front.**

**The more I write of Neon, the more I'm afraid I might accidentally supplant her as the new main character of this story. What can I say? I love characters with attitude. They're a ton of fun to write for. Still, I'll try to ensure that everyone gets their fair share of time in the limelight.**

**Please leave a review telling me what you think of the story so far! It really does motivate me to improve knowing that people are reading this story. On a side note, a huge thanks for 58 followers! This story is turning out better than I could ever have hoped.**

**Next time: Neo realizes she has a big decision to make regarding her ally. As Raven explains her tragedy, Neon begins to realize just what it is that Ironwood signed her up for.**


	11. Chapter 10: Rejoice

**Review Responses**

**Combine117: If you thought that was heartwarming, then prepare for your heart to melt!**

**3-13 Sniper: I'm glad you're enjoying Neon! I should bring this up about Penny's Semblance: she can only talk to machines that run on a power source. Guns like Crescent Rose and Ember Celica don't technically have a power source, as when you think about it, they're just a bunch of moving parts. Something like Penny's own backpack, Crickette, which draws energy from her Aura Furnace, might have a "voice."**

**merendinoemiliano: Prepare for even more sass, then! **

**Guest: How impressively perceptive of you, stranger. Yes, Krane and Icarus are both male. And since I know someone will bring this up, no I am not writing them into the story just to have a gay couple. I am writing them in because I want to expand upon Team FNKI's rather sparse background and have a duo of entertaining characters. Entertaining my audience is and always will be my end goal. **

**Edit 2/3/2020: Made some overall edits to make the writing more concise and easier to read.**

* * *

As Raven had requested, all the ladies were gathered around a coffee table in her tent, sitting cross-legged on cushions (a difficult maneuver for Neon, but she refused to take off her skates). It was an awkward arrangement, not least because Raven was taking up an entire side of the table for herself and the other five were cramming as close to each other as they could to get as far away from the bandit leader as possible.

Vernal had prepared tea for all of them, though it seemed Raven was the only one intent on enjoying the steaming cups in front of them. Yang and Weiss were watching Raven, completely stone-faced. Penny was looking at her tea like it was something that had fallen out of the sky. Neon was moving her cup in circles, watching the hot liquid swirl around. Neo, anticipating poison, was waiting for Raven to take the first drink.

"So, what's 'the truth?'" Yang finally asked in a mocking tone.

"You know," Raven said, lowering the cup, "it's better when it's hot."

"You know," Weiss replied with a sneer, "you're really obnoxious."

Neon closed her mouth and hung her head. She may _physically_ be the fastest thing alive, but apparently the Ice Queen was faster when it came to japes.

"The truth," Raven said, pausing for drama, "is that truth is very hard to come by these days."

"Lady," said Neon, still watching her tea swirl around, "if you keep being vague and mysterious about this 'truth,' I might get fed up and run to Haven all by myself. I'd probably get there before you finish your long-winded speech, too."

Raven took a deep breath, resisting the urge to throw her cup at the impudent brat. She took another long drink of the calming tea. "A story of victory for one person is a story of defeat for another. By now, your uncle has told Ruby plenty of stories."

"Well, he's never given me a reason to doubt him before," Yang said.

Raven adopted a smug smile. "That doesn't mean those reasons don't exist."

Yang's eyes narrowed. Neo thought that perhaps lightning would strike again if the tension in the air were any higher.

"You know, you and your teammates might as well be the poster children for the Huntsman Academies," Raven continued, uncrossing her legs and casually leaning back. "Your motives vary, but you all enrolled to try and make the world a 'better place.' It's adorable."

"That's what Huntsmen and Huntresses do," Yang said.

"Not all of them," Raven said, deciding that maybe if she ignored the brightly colored nuisance, she would miraculously disappear. "Some are in it for the money, but there's even more that are just looking to grow stronger. Your Uncle Qrow and I didn't attend Beacon to become Huntsmen. We did it to learn how to _kill_ Huntsmen."

Everyone gasped… well, except for Neon and Neo. Neon had advanced from spinning her tea to grabbing an empty cup and pouring the drink between the two she now had. Neo was more concerned with sniffing her drink for any foreign substances than anything Raven was saying. And why wouldn't she lose interest? Raven was just saying stuff Neo already knew for the most part, though that tidbit about attending Beacon to learn how to kill Huntsmen was certainly intriguing. Neo didn't need to attend school for that. She just picked up tricks as she went along, and it worked out well enough for her.

But what she was aiming to kill was more dangerous than any Huntsman or Huntress in the world. A Maiden, and a particularly homicidal Maiden at that.

Thoughts of her revenge motivated Neo to stand up and walk outside, taking her tea with her. Penny looked up curiously and followed suit. Raven continued her story of defeat. If those two weren't going to listen to what she had to say, then they would only have themselves to blame for the events that would follow.

"… The entrance exams were child's play compared to what we had already been through," Raven continued, pacing away from the table. "We were good. So good, that we captured the attention of Beacon's very own headmaster. Professor Ozpin." Since she was facing away from the remaining three girls, no one could see the way she looked to the ceiling wistfully as she remembered the few good parts of her time at Beacon. "Even after we were put on a team, he was still keeping an eye on us. Back then, I thought it was because he knew. But it was Team STRQ he was interested in."

"What do you mean by that?" Yang asked.

"Constant attention, extra training missions, turning a blind eye whenever we happened to break the rules and get into more trouble than we should have." Raven turned around when she finished her list. "Sound familiar?"

Neon frowned. That did sound incredibly familiar. In fact, it was almost exactly how she would describe her own team's relationship with General Ironwood.

Team FNKI did not fit into the mold of how most would describe Huntsman teams originating from Atlas Academy. Flynt was a very laid-back kind of guy; his whole schtick was that he was a suave and cool jazz musician, a far cry from the rigid military training Atlas provided. Neon's irregularities were pretty much spoken for, not to mention the fact that she was a Faunus attending a Huntsman Academy in a kingdom notorious for its poor treatment of her kind. Icarus was always working on some crazy experiment or other, aspiring to become the next Mad Genius of Atlas. The polite and immaculate Krane was really the sanest member of their group, but that was only speaking relatively. In short, they were a ragtag bunch of misfits in a school that really shouldn't have such a group.

Yet despite having many opportunities to do so, Ironwood never kicked them out. He was the one who suggested Flynt practice his trumpet in the barely used recital hall of the Academy. Neon had broken enough rules to get expelled ten times by now, but she only ever received a slap on the wrist for skating through the halls. Any time one of Icarus's experiments inevitably blew up in his face (sometimes literally) all the General ever demanded was that the novice mad scientist clean it up without help. Krane never got into much trouble, but that was probably because he was too savvy to let himself get caught. There was really no reason she could think of for why Team FNKI continued to exist in Atlas.

Neon was suddenly very interested in what Raven had to say.

"How much do you know about Professor Ozpin?" the bandit leader asked. "About his past?"

"He liked to wear green," Neon responded helpfully.

"He was a prodigy," Weiss added. "One of the youngest headmasters to be appointed to a school."

"Because that's how he planned it," Raven said. "Because the man you know as Ozpin designed those schools and has followers inside every academy on Remnant that are loyal to him and no one else."

Yang frowned in confusion. "That doesn't make any sense. How could he have – no, _why_ would someone even do that?"

Raven smirked, relishing in another dramatic pause. She was really being rather showy about this whole thing. "Because old man Oz has a great and terrible secret. One that could spread fear across the world. One that he eventually entrusted to our team. And once I knew, there was no going back." She stepped up to a map of Remnant on the wall and began examining it intently. "I needed to know more. But with every new discovery I made, the more horrifying the world became."

"Okay, then tell us," Yang said, her patience wearing thin along with everyone else's. "What's the big secret? What's so crazy that the rest of us don't know?"

Another dramatic pause. "The creatures of Grimm have a master named Salem. She can't be stopped. She can't be reasoned with. And she will not rest until humanity crumbles at her feet."

No one said anything. Raven might as well have said she was planning on giving up thievery and forming a traveling theater group.

"What?" Weiss finally asked.

Raven turned around. "You know, you three haven't even touched your tea."

"I prefer coffee," Neon said.

"The last thing _you_ need is caffeine," Raven replied.

Yang stood up. "Why should we believe _any_ of this?"

Raven adopted an expression that could almost be described as prideful. "Now you're catching on. So far you've done nothing but accept what others tell you." She placed her empty cup on the table and stood face-to-face with her daughter. "But you need to question _everything_."

The two of them glared into each other's eyes, the vitriol palpable. Raven turned away and began pacing again. "Otherwise you'll end up just as blind as Qrow." She paused again, a hint of a malicious smile on her face. "And your fool of a father."

There was a loud bang as Yang fired her weapon.

* * *

Neo stared into her teacup. She took a small sip. After a few seconds passed without her keeling over, she nodded. Then she poured the drink on the ground in front of her. She preferred coffee anyway.

"Neo?"

She turned around and saw the last person she wanted to see at that moment. Penny was standing there, holding her teacup in both hands.

The android looked between the puddle of dark liquid quickly soaking into the dirt and Neo's empty cup. "Is that what you're supposed to do with this?" Penny asked. "I didn't want to be rude and refuse to have any. But this works too." With that, she turned over her cup, and the drink joined Neo's on the ground.

Neo smiled and shook her head. Here she was contemplating a decision that could alter the course of her life and Penny's biggest dilemma was what to do with tea she couldn't drink. How wonderful it must have been to be young and stupid.

"You seem upset," Penny observed. "Is something wrong?"

Neo sighed again and sat down, with Penny joining her. Neo took out her notepad and pen and began to write. I have a lot to think about, that's all.

"Is this about your friend?" Penny asked.

Neo nodded. The person I'm searching for is responsible for his death. She'll come here eventually because Raven has something she wants. When she arrives, that's when I'll take my revenge.

"That does sound like a lot to think about," Penny said.

There's more, Neo wrote. Your friend Ruby Rose is the last person who saw my friend before he died. She's the only one who knows what happened to him. If I go with you, I can get an explanation from her.

"I see," Penny replied. Then her face was filled with worry. "But if you go with us, that means you'll lose your chance to meet the person who killed your friend."

That's right. It's a big decision I have to make.

The two sat in companionable silence for a few minutes, both contemplating the ramifications of Neo's choices. Then Neo was startled when she felt contact.

"Neo, I want you to know that no matter what choice you make, I'll gladly accept it," Penny said, hugging the short woman gently. "I may not know much about friendship, but I do know that friends support each other. So, that's exactly what I'll do."

Neo sat there, not returning the embrace but not eager to leave it either. After a minute, Penny drew away from her friend and gave her a smile.

In that moment, Neo made her decision.

Neo put pen to paper, but she hesitated. She was about to write that she and Penny were not friends, but she found that she couldn't bring herself to show that message to her. Instead, she wrote: Why did you hug me?

"Everyone needs a hug sometimes," Penny said. "It sounded like you really needed one just now."

Neo stared at Penny, bewildered at how kind she was being considering who she was talking to. Then Neo gave a small smirk. Thanks.

"You're welcome!" Penny responded. Then her expression turned a bit more serious. "But, if you do decide to stay here, I'll need you to give me that explanation I asked for. Who is your friend? Why did Yang call you a criminal?"

Neo's heart dropped. She had nearly forgotten about that request. You'll get your explanation whether I go with you or not.

Penny tilted her head quizzically. "What does that mean?"

Before Neo could respond, they heard a gunshot from within the tent. Not wasting any time, they both leapt to their feet and ran inside.

The scene before them was quite chaotic. Yang was standing up with her fists clenched, the coffee table smashed into splinters. Weiss was staring at Yang with shock in her eyes. Neon was clutching her now empty teacups close as if they would provide some sort of security. Vernal had her own weapon pointed at the blonde, a determined expression on her face. Raven was giving Yang a somewhat amused look.

"Don't you DARE talk about my family like that!" Yang screamed.

Vernal's finger rested on the trigger of her gun. "You need to calm down."

"Yang, please!" Weiss said, taking her friend's hand.

"Listen to your friend, Yang," Raven said, crossing her arms. "Your teammates have never let you down before."

"You don't know the first thing about my teammates!" Yang retaliated. "About me! You were never there! _You left us!_" She suddenly slumped over, all defiance melting away in an instant and giving way to sorrow. "Why?"

Raven gave her daughter an unreadable expression. "I know more than you realize. Not just about you, and not just what I've been told, but things I've _seen_ with my own eyes. I know people that can come back from the dead. I know the Grimm have a leader. I know that magic is real. And I can prove it."

Weiss stood up, backing away slightly to reach for her sword. At a nod from Raven, Vernal lowered her weapon but did not put it away. Raven walked up to the back entrance of her tent and opened it. "You said Tai told you all about my Semblance. Well, I doubt he ever told you what Oz did to my brother and me." Without another word, she stepped outside, the tent flap closing behind her.

Everyone looked at each other. None of them were all that eager to follow the crazy lady who said that magic was real.

"Was that supposed to be her answer to 'why did you abandon me to run away with bandits?'" Neon asked no one in particular. "Cause if so, that was pretty weak."

"Well, what're you waiting for?" Vernal asked with a smug grin. "Go see for yourself." She left the tent through the front entrance.

Everyone hesitated for a moment longer. Then they looked at the back exit with determination. They might as well get it over with.

The five of them rushed outside, looking around. Raven's backyard looked to be nothing more than extra storage. There was firewood, a few crates, and…

"Penny," Yang said, carefully keeping her voice level.

"Yes?" the android replied.

"Why did you park my bike _in the middle of the camp full of thieves?!_" Yang demanded incredulously.

Sitting in a corner was Yang's bike, Bumblebee. It was propped up on its kickstand and, aside from a few patches of dirt, seemed to be no worse for wear.

"Well, I thought long and hard about it," Penny said, ignoring the laughing fit that Neon was currently stuck in, "and I realized that the only place I could put her where I could guarantee she wouldn't be moved was in the camp. So, I drove her around here, flew her over the wall, and… well, here we are!"

"That…" Yang sighed, her anger dissipating. "Whatever, let's just see what my mom has to show me and get out of here."

Weiss looked at her friend with concern. "Yang, are you okay?"

"I'll be fine once we can get her to take us to Ruby," she replied. Her clenched fists didn't do much to help convince anyone of that fact.

"Well, that's all the convincing I need," Neon said, leaning back and putting her hands behind her head. "How about you, Ice Queen? You holding up okay?"

Weiss gave Neon a look of confusion. "Why wouldn't I be okay?"

"I mean, we crashed in the middle of nowhere and you were kidnapped by crazy bandits who think magic is real," Neon said. "That sounds like it should have an effect on you."

"Oh," Weiss said. "Well, to be honest it is a lot to take in. I mean, we have Dust, Semblances… but there's no such thing as magic."

"I know this may just be because of my unique situation," Penny said, "but I'm willing to believe Miss Branwen when she said people can come back from the dead."

"Yeah, but you're a robot," Neon said. "For you, coming back from the dead is like getting your bike repaired or something, right?"

"I don't think it's that simple," Penny said.

_Caw!_

Any further conversation was halted when they heard the bird call. Everyone looked to the sky to see a small black bird flying in circles above their heads.

_Caw!_

"A raven?" Weiss asked.

"I've seen that bird before," Yang said, peering at the feathered creature curiously.

"Maybe it belongs to your mom?" Weiss suggested.

"Come on, that would just be ridiculous," Neon said. "I mean, a woman _named_ Raven having an actual raven for a pet? That would be the most pretentious thing, even for her."

The bird stopped circling above them and began to nosedive. The wind began to pick up as if in response to the increasing tension. Yang's eyes narrowed as the bird drew closer and closer. It was nearly at the ground now…

No one was sure how it happened. One moment the raven was flying towards them, and in the next moment Raven Branwen dropped to the ground.

The girls stepped back in shock and awe. Raven stood up straight, a smug grin on her face.

"Okay, I take it back," Neon said, swallowing a lump in her throat. "_This_ is the most pretentious thing she could do."

"H-how… did you do that?" Yang asked, voicing the question on everyone's mind.

Raven's hand fell to her sword. "Well, _I_ could tell you…"

She turned around and sliced at the air. Her katana traced a line of swirling dark red smoke. The portal emitted an eerie howling sound as it floated there.

"Or you could ask your uncle," Raven finished.

Yang was taken aback even further. "You're letting us go?"

"I'm giving you a choice," Raven corrected, sheathing her sword. "Stay here, with me –"

"No thanks, I'm good!" Neon quickly interrupted. She gave her friends finger guns as she backed up toward the portal. "See you guys on the other side!" She waved to Raven. "Bye, Mother of the Year! Thanks for boring me to death with your speeches!" Without another word, she turned around and dashed into the portal, a trail of rainbows and sparkles being the only proof that she had been there in the first place.

"Good riddance," Raven muttered darkly. She turned around. "As I was saying, you can stay here, and I'll answer all of your questions and more. We can have a fresh start."

Yang gritted her teeth. Her mother had some nerve suggesting that after all this time.

"Or," Raven continued, stepping away and gesturing to the portal, "you can go back to Qrow and join Ozpin's impossible war against Salem. And meet the same fate as so many others."

The corner of her mouth twitched upward. "But can you really go back to trusting someone that's kept _so much_ from you?"

Weiss looked to Yang with concern. The Schnee had enough experience with her father to tell that Raven was manipulating her daughter into staying with her. She was using Qrow's faults to try and get Yang to side with her. It was giving Weiss an uncomfortable sense of déjà vu. She prayed that Yang could see what her mother was doing.

Penny looked back and forth between Yang and Raven. She didn't really know who Ozpin, Qrow, or Salem were. All she wanted was to get to Ruby. She was so close, and part of her wanted to just sprint through that swirling dark vortex and never look back. But Ruby was not her only friend. She didn't want to risk going through there and never seeing Yang or Weiss ever again.

Yang held Raven's gaze for a moment. No one said anything, their anticipation preventing them from moving.

"All I care about is making sure my sister is safe," she finally said.

Raven's face was suddenly filled with disappointment. She sighed and backed away from the portal even further.

"Wait," Penny interjected. "Where's Neo?"

Everyone looked around. The short woman with multicolored hair was nowhere to be seen.

"Guess she decided to stay after all," Yang said, walking over to her motorcycle with Weiss following close behind.

Penny felt saddened. She hadn't known Neo for very long, but she had grown fond of the assassin's company. Nevertheless, she put aside those feelings and nodded with conviction.

"Thank you, Miss Branwen," Penny said, bowing to her. "Your assistance is appreciated."

"Don't thank me yet, little girl," Raven said with a glare. "You have no idea what awaits you on the other side of that portal."

Penny took a deep breath. She steeled her nerves and stepped through.

* * *

Qrow Branwen looked at the scenery he was faced with and sighed. It was quite the majestic view; the city of Mistral was spread out before him, the setting sun casting everything in an alluring orange light. The buildings themselves were also impressive: architectural miracles that were built into the side of the mountain that was the city. There was a breathtaking waterfall and an entire range of much smaller mountains beyond the city limits.

But Qrow didn't care about any of that. He was too preoccupied with contemplating his terrible lot in life.

"This doesn't make sense," he groaned. "I get one or two, but… _all of them?_"

At first, he was willing to chalk it up to his usual lousy luck. It certainly wasn't a stretch to imagine that his curse of a Semblance was to blame for him not being able to find a single Huntsman or Huntress in Mistral. But the more he thought about it, the more he realized that luck didn't have anything to do with it. The chances of every one of them being missing at the same time by pure coincidence was incalculably small. There had to be something bigger at work here.

He cursed under his breath and hung his head low. Why couldn't things be as simple as they were when he was a first-year student at Beacon? Back then he didn't have to worry about witches or magic or gods. It was just him and his close friends trying to make it in the world. The biggest problem he had to worry about then was trying to break the news to Raven that he didn't want to go back to the tribe.

As if on cue, he heard that telltale howl of wind that signified her arrival. He turned around, wide-eyed with shock. This was just what he needed after his awful day: a confrontation with his least favorite family member.

Someone arrived through the portal. But it was _definitely_ not Raven.

"Ah, so good to be out of the woods!" Neon exclaimed, picking sticks out of her hair. "I love nature, but nothing beats the smooth paved roads of the city." She noticed who else was occupying the balcony and waved her tail at him. "You must be that Qrow dude. Nice place you got here! Neon's the name and speed's my – whoa!"

Neon fell flat on her face as something very heavy crashed into her from behind. She groaned as she tried to get up. "What the heck, Penny?! You ruined my intro!"

"Sorry!" Penny exclaimed, rolling off her friend's back. "I didn't expect you to still be standing there!"

Qrow had relaxed, but now his panic had been replaced with perplexment. Of all the things he had expected to come out of that portal, these two were at the very bottom of the list.

"Well, we better get out of the way _now_ before Blondie runs us over!" Neon said, taking Penny's hand and letting the android help her to her feet.

'_Blondie?' Does she mean…_ Qrow's inner thoughts were interrupted when they all heard the dull roar of a motorcycle engine. Penny and Neon quickly backed away, letting the next two individuals exit the portal.

Yang brought Bumblebee to a stop at the edge of the balcony. A few moments later, the portal closed behind her. There was no going back now. Yang took a deep breath. Her long journey was finally over.

She looked up at Qrow, who was now grinning. He was impressed that Yang had managed to get out of her depression long enough to not only track down her mother, but convince her to use her portal. In his mind, he thanked Taiyang for being such an amazing father.

"So," he said in his gravelly voice. "You finally made it."

Yang turned off her bike and dismounted. She stomped up to Qrow and wrapped him in one of the tightest hugs she had ever given.

"Thank you for taking care of her," she whispered, her voice shaky.

Qrow's smile persisted, and he returned the hug. "That's what family's for, right?"

Yang let go of her uncle and stepped back, giving him a grin. "You don't smell too bad today." They both knew what smell she was referring to: that pungent odor of alcohol.

"Gee, thanks for the compliment," Qrow said with sarcasm. He turned to the other person who had arrived with his niece. "Hey there, Schnee. Glad you could make it to the party."

"I wouldn't miss it for the world," she replied with a smile.

"Speaking of parties," Neon said, "can we go meet your extended family already, Blondie? We've been building up this meeting so much I'm about to explode from excitement."

"I agree with Neon. About the excitement, not the exploding," Penny said.

Qrow looked at Penny and realized who she was. He raised an eyebrow. This was certain to be a very emotional reunion.

* * *

Raven sighed as her daughter disappeared through the portal. She had tried her best to warn her. But now, Yang would only have herself to blame for the misfortune that would follow.

She was about to close the portal when she hesitated. She heard rushed footsteps pounding into the dirt. She looked around, trying to find the source of the noise. But just as she was about to place a direction to where it came from, the noise abruptly stopped. After a few seconds of nothing else happening, she finally closed the portal with a thought.

* * *

"I'm back!" Qrow called into the rather spacious apartment as the group of five entered.

"Be right there!" called a rather high-pitched voice.

Penny's head snapped up. She knew that voice. She _knew _that voice!

"How expensive was this place, anyway?" Neon asked. "It's freaking huge!"

"We have a lot of people with us," Qrow replied. "Trust me, it's worth every Lien. Though since we have so many more people now, we might need to get another one. His eyes narrowed. "Uh, Ruby?"

"Coming!" the voice called back, this time with a definite panic in her tone.

Penny's Aura Furnace began to pulse with energy, a feeling that a human might describe as their heart racing. _She knew that voice!_

There was a sound from the kitchen like a miniature explosion. They heard a brief, frustrated argument, then Ruby walked into the room carrying a tea set.

"So, we didn't know how many people were coming, so we just cooked all of it –" Her eyes widened at who her uncle was standing next to. She dropped the tea set, her hands losing all function from pure shock. No one moved to pick up the mess.

Ruby stared at Yang. Her sister stared back with an unreadable expression.

"Y-Yang, I'm sorry!" Ruby said, and suddenly it was like a dam broke. "I should've stayed, I-I should've talked to your more, I…" She completely broke down, unable to contain the tears freely falling down her face. "I just… I wasn't sure if you wanted me around –"

No more words were necessary. Yang wrapped her arms around her sister and buried Ruby's face in her shoulder.

"I love you," Yang said. That was all she needed to say. After all this time, it was the only thing she could _think_ to say.

Ruby sniffed. "I love you too," she replied quietly, hugging Yang back.

Jaune, Nora and Ren entered from the kitchen, closely followed by Oscar from upstairs. They all smiled at the scene in front of them. Neon stubbornly refused to cry this time. If she let _every_ emotional reunion get the best of her, then her heart was liable to give out. Qrow put a hand on his hip and leaned to one side. _This _was why he got out of bed every morning: these two lovable girls that he helped raise. He was grateful for them being the bright spot in his otherwise crummy life.

Weiss wiped a tear away. She had waited for this day for so long, yet she still had no idea what to say or do. Would they be mad at her for abandoning them in their time of need? Would they reject her for not keeping in touch?

"Weiss."

Her head snapped up at Ruby's voice. Yang and Ruby had separated. What's more, their arms were open, beckoning her close.

Weiss couldn't take it anymore. With a wide smile, she ran up to the two girls and entered their welcoming embrace. For the second time that day, all her troubles disappeared. The three stood there, happy to just be close to one another. That's when Weiss realized something: she was home. After over a year, she had finally come home. She could finally _breathe_.

No one was sure if the girls would have stayed there all day and all night if they were allowed. But they had to break it up when Qrow cleared his throat.

"Uh, hate to break this whole thing up," he said, "but there's someone else here who'd like to talk to you."

Ruby blinked. What was her uncle talking about?

Then he stepped aside, and the shock returned anew.

Penny's eyes widened when Qrow stepped out of her way. That was Ruby Rose. It _had _to be! Her clothes were different, but her face was the same! Same short black hair, same red hooded cloak, same silver eyes! It had to be her!

Ruby was going through something similar. That was Penny Polendina. The awkward yet lovable robot girl from her school days. _Back from the dead!_ Her heart pounded in her chest as her brain tried to wrap itself around this inconceivable notion.

"Penny?" she asked so quietly it was barely noticeable.

That was all the android needed to hear.

* * *

"_You're my friend, right?" Penny demanded in a frenzy. "You promise you're my friend?"_

"_I promise," Ruby said without hesitation._

_Penny steeled herself for what would happen next. Once she said this, there would be no going back._

"_Ruby," Penny said, opening her hands, "I'm not a real girl."_

_Ruby stared at the palms of Penny's hands. The skin had been torn away from the impact with the truck. However, where a human would have bones and muscles, Penny's hands were filled with metal plates and bolts. They were impressively shiny._

"_Oh," was all Ruby could think to say. How _did _one respond to learning that their friend was actually a robot? Getting an explanation would probably be a good place to start._

"_Penny, I don't understand," she said._

"_Most girls are born," Penny elaborated. "But I was made. I'm the world's first synthetic person capable of generating an Aura." She looked away, unable to hold Ruby's gaze anymore. "I'm not real."_

_There, the truth was out. Now to prepare for the judgement._

_Ruby took Penny's hands and inspected the metal joints again. Then she closed the hands and looked Penny in the eye._

"_Of course you are."_

_Penny looked at Ruby, confused._

"_You think just because you've got nuts and bolts instead of squishy guts makes you any less real than me?" Ruby asked with a smile._

"_I don't… um." Penny's eyes narrowed and she drew closer. Ruby leaned back a bit. "You're taking this extraordinarily well."_

"_You're not like those things we saw back there," Ruby said. She poked Penny's chest, eliciting a small _clink. _"You've got a heart. And a soul, I can feel it!"_

_Penny's mouth broke into a wide grin. She put her hands on Ruby's shoulders and drew her in for a crushing hug._

"_Oh, Ruby!" she exclaimed in delight. "You're the best friend anyone can have!"_

* * *

Penny blinked.

She remembered.

_Everything_.

"Ruby," she whispered.

Ruby's tears started up all over again. "Penny!"

"Ruby!" Penny sprinted at her old friend. Ruby had barely enough time to raise her arms before Penny dove headfirst into the embrace. The force it caused them both to crash to the ground, much to everyone's surprise. Neither of the girls seemed to care or notice. Penny's body shook as she sobbed, yet no tears were brought to her face.

"I missed you so much!" Ruby shouted in a mix of anguish and pure joy.

"I missed you too!" Penny screamed back. Those were the only coherent things either of them could bring themselves to say. From there it was just crying, laughing, and continuing to crush each other in their hug. No one was in a hurry to break them up. In fact, they were all too delighted at the display of friendship to do anything but watch and get caught up in the girls' happiness.

Qrow smiled. Maybe today had been a good day after all.

* * *

"We're on a tight schedule here, Watts!"

"It's hot. I just want water. And it's _Doctor_ to you, Mr. Black."

The gas station attendant looked up upon hearing this exchange. There was no way that he heard that right.

Contrary to popular belief, General Ironwood did not _completely_ withdraw Atlas's presence from the rest of the world when he recalled thousands of troops and airships to guard the northern kingdom's borders. Stationed around various key points in Remnant were undercover agents working for the Atlas military. Their job was simple: observe the world around them and report back with anything their General needed to know. It was a slow process, with a lot of relaying messages back and forth between stations. However, it was the only source of information about the outside world that Atlas had with the destruction of Vale's CCT Tower bringing the global communication network down.

This gas station attendant was one such agent, assigned to keep track of Raven Branwen and her tribe's activities in Mistral. It involved a lot of travelling around, seeing as the Branwen tribe was nomadic. What he had _not _expected was to come face to face with the man browsing his snack shelf.

Undercover agents were instructed to keep a lookout for persons of interest. Raven was one such person. Doctor Arthur Watts was another. But it was simply impossible for this man to be the same Arthur Watts the General meant. He simply looked too young! His olive skin had no trace of wrinkles, his dark hair had only a few gray streaks, and he seemed alert and attentive. At most, he looked to be in his early forties.

Then he reminded himself just who Arthur Watts was and what he was capable of. He remembered that this man had insisted on "Mr. Black" calling him Doctor. The apparent doctor was dressed very formally in his dark gray overcoat and pants, yellow suit, and black dress shoes. Was he a relative, perhaps? No, Arthur Watts wasn't reported to have any family. He had to be sure of who this man was.

The stranger walked up to the attendant and laid some Lien notes on the counter. "Just water will be fine."

The attendant reached into the fridge under the counter and pulled out a bottle of water. "So, you're a doctor, huh?"

"And why does that matter to you?" Watts asked as the attendant took his money.

"Just trying to make small talk," the attendant said. "We don't get too many folks around here, especially ones as sharp as you. Mind if I ask what you're a doctor of?"

Watts gave the attendant a hard glare. "I have a PhD in Aura Studies."

"Sounds fancy," the attendant said as Watts moved for the door. "Take care."

Watts did not respond, taking a long drink of water as he walked out the door. Curiously, the attendant saw no sign of any vehicle or anyone who might have accompanied him.

He made up his mind. A man with the name Watts and a PhD in Aura Studies? That was too many coincidences to chalk it up to a freak chance. He walked out from behind the counter and picked up the old pay phone on the wall. It was an ancient device, especially compared to the Scroll in his pocket. But this way, the call couldn't be traced. He dialed a number, put the phone back, then picked it up again and dialed a completely different number.

After a few rings, someone picked up on the other end. "Hello?"

"This is Agent Bravo," the attendant said. "I need you to relay a message to the General."

* * *

**A/N: The Volume 6 Soundtrack is finally here! The song _One Thing_ is my new jam!**

**Surprise! New chapter uploaded only a day after the previous one! I had an unexpected amount of free time this weekend and I decided I might as well use it to finish this chapter and get it out there.**

**The long-awaited reunion has finally arrived! Penny and Ruby, together again at last! My second biggest conundrum this chapter (with the first biggest again being making this too much like canon) was not detracting from Weiss's and Yang's reunion with Ruby. On one hand, seeing one of your best friends come back from the dead is sure to get an emotional rise out of anyone. On the other hand, I didn't want to devalue Team RWBY partially getting back together. I've always been a sucker for those "getting the old band back together" plots.**

**As you probably noticed, I am far from done with Neo. Rest assured, she will be back and she will be glorious. **

**Also, foreshadowing for things to come! Out of all the villains in Salem's faction, Arthur is the one who's had the least development so far and I aim to fix that. For those who live in the future, keep in mind that this story was written before Volume 7. My interpretation of him will almost certainly deviate from how it will be in canon. In fact, that statement applies to pretty much all of the canon material. As always, tell me what you think in a review please!**

**Next time: The new arrivals join Team RNJR for dinner and learn what they missed. They get a debriefing from Qrow and Oscar/Ozpin, only for it to be interrupted by an unexpected guest.**


	12. Chapter 11: Rethink

**Review Responses**

**Combine117: You made me look up what that song was. Thanks for introducing me to that!**

**3-13 Sniper: I suppose that's one way to interpret that. **

**The 3 Guests: I don't know if this is one person leaving three reviews or three separate people, so I'll just answer them all at once. 1: That totally sounds like something Ruby would do and I'm glad you suggested it. 2: This is the first time I've heard of the term "gynoid." The more you know. For consistency's sake, I will continued referring to Penny as an android, I hope you don't mind. 3: I don't know as much about Transformers as I would like to, but I'll try to answer this as best I can. The Aura Furnace is like the engine of a car: it gets the car running, but it won't do a thing unless it has gasoline to burn. The Aura Furnace works the same way: it channels Aura and uses it as an energy source, but it is not _the _source of her energy.**

**merendinoemiliano: "Ozluminati" is one of my new favorite words. Also, I'd like to think that Neon's rainbows are similar to the Flash's lightning: it looks cool.**

**A fair warning: this chapter is REALLY LONG. Sorry in advance.**

**Edit 2/9/2020: Made some overall edits and deleted superfluous writing to make the chapter easier to read.**

* * *

Eventually, Ruby's growling stomach (followed by more laughter) forced Penny and her to get up and join everyone else for dinner. It was a bit crowded with all the extra guests, but they managed to make space for everyone. Thankfully, since Team RNJR had expected Qrow to bring a lot of company, there was plenty of food to go around. This was good, since seven teenagers could eat enough to feed an army and still ask for more.

Food was not the only thing there was plenty of. Laughs and smiles were copious as the two groups shared the stories of their travels, both the good and the bad. Everyone was delighted at tales like Jaune repeatedly losing the map and Weiss scaring the trophy wife with her first summon. They marveled at Yang's new arm, though only she and Neon were amused when she freaked out Nora by detaching it in the middle of an arm wrestle.

If the circumstances were different, that would be the extent of their celebration. However, they had two unexpected members added to their group: a cheerful robotic friend back from the dead and a hyperactive speedster with an ego the size of a full-grown Nevermore. So, there were a few new highlights worth mentioning, such as…

* * *

"You can talk to machines?" Ruby asked with wide-eyed wonder. "Penny, that's so cool! I wish I had that power too!"

"It is certainly 'cool,'" Penny said with a smile. She and Ruby were sitting right next to each other, and it was not likely the two would be separating anytime soon. "Weiss told me you like talking to your scythe?"

"What? Noooo, that's ridiculous!" Ruby said. "I don't do that… a lot… anymore. Uh, anyway, can you tell me what it's like when machines say stuff back to you? Not that I would know what it's like when you talk to them and they don't say anything back. Because I don't."

"Well," Penny said, apparently oblivious to her friend's embarrassment, "it's a lot like talking to humans, but the machines don't say anything out loud."

This contradiction only seemed to confuse everyone even more. "That… that doesn't make any sense!" Weiss said.

"Oh good, so it's not just me," Jaune remarked.

"It only seems to work with machines that run on a power source, though," Penny said. "For example, I haven't heard Weiss's or Yang's weapons say anything to me, but my backpack Crickette has talked to me a lot. It uses my Aura Furnace to draw energy from." She noticed something out of the corner of her eye and turned to Ruby. "Is something wrong? You seem puzzled."

"Oh yeah, I'm fine," Ruby said, returning to reality. She was _definitely_ not trying to figure out how to put a battery in Crescent Rose so she could use Penny as a proxy to talk to it.

This discussion of machines is what eventually led to Yang showing off her shiny new arm and the aforementioned arm wrestle. However, someone was not satisfied that others were getting to show off before herself. So, once everyone but Penny had finished their meals and were enjoying cups of Ren's special blend of tea, she decided to correct that.

"You can run on water?!" Nora screamed, a look of amazement plastered all over her face.

"Yeah, sometimes I even impress myself," Neon said, smug as ever. "And that's not even my top speed!"

"So, what is it then?" Nora asked.

"Psh, I dunno," Neon said with a shrug. "How about you? What's the most electricity you've ever absorbed?"

"Honestly, I'm always too hyped from the extra energy to ever keep track," Nora admitted.

Neon's smile widened. "You know what, Thunder Girl? You and I are gonna get along just fine."

Nora smiled back, giving her new friend a thumbs up.

"It's crazy," Neon continued. "I barely know any of you guys, but you're still talking to me like I've always been your friend. It's like I'm back with my team again. Guess the polite thing to do is say thanks for being so welcoming."

"We're always happy to have extra firepower," Ren piped up from next to his partner. "Thank you for your help, Miss Katt."

"No need to be so formal with me, Pretty Boy," Neon said with a wink.

Ren blinked, utterly perplexed. Was she flirting with him? It was hard for him to tell.

Nora's grin changed into a glare within seconds. She suddenly didn't like Neon anymore.

"Besides, sounds like you guys need all the help you can get," the cat Faunus continued. "All this stuff about magic and witches? It's a lot to handle for just a handful of plucky kids like us. Luckily, the gang's all here to help out, right?"

Penny's smile faltered. As the others began discussing how much they had grown over the years, an unpleasant thought entered her mind. The gang _wasn't_ all here. There was just one person missing. But given what she knew about the assassin, Penny couldn't tell what everyone's reaction would have been had Neo decided to join them. Thoughts of what could have been began flooding her CPU, distracting her from the jovial atmosphere.

"How can eight kids possibly make so much noise eating dinner?" Qrow complained.

Everyone turned to the entrance to the dining room. The (relatively) less hostile Branwen twin was there, along with someone the newcomers had yet to be introduced to. In all the excitement of meeting everyone again, Team RNJR had completely forgotten to mention the boy with two souls.

Oscar laughed nervously. "Uh, hey everyone. I know you have a lot of questions and um…" He had more to say after that, but it came out as awkward mumbles that no one could understand.

There was a flash of light in Oscar's eyes. Suddenly, he became a completely different person. Superficially, he still looked like a farm boy with a baby face and freckles. It was when one looked deeper that they could see his eyes brimming with new confidence, standing up straighter, and projecting a more dignified aura.

"Forgive Oscar," he said, his voice sounding the same but the tone completely changing to that of an experienced and knowledgeable adult. "He means well, but he still has a lot to learn."

"You could say he's a little… green?" Yang remarked.

Ozpin had no reaction. Neon laughed. Everyone else groaned, though they did it with a hint of a smile on their faces.

"That's one thing I did not miss," Weiss said.

Neon's smile was replaced with a look of confusion. Didn't Penny say that Weiss found Yang to be funny?

"I know some of you have quite a few questions you want answered," Ozpin said, giving Yang and Weiss a meaningful look. "However, I don't want to explain myself more times than necessary. If you don't mind, I'd like to wait until everyone in our number is present before we begin."

"What do you mean? Who's missing?" Jaune asked.

"Hey, Penny's gone!" Ruby exclaimed.

Everyone looked to where the android had been sitting only moments ago. How had she disappeared like that without anyone noticing?

"I think I saw her in the kitchen a minute ago," Qrow said, pointing his thumb in that general direction.

"I'll go talk to her," Ruby said immediately. In a rush of wind and rose petals, she was gone.

* * *

Ruby found Penny in the kitchen, staring into her backpack. It looked like she was holding something, but she couldn't see what from this angle.

A sudden gust of wind and a rose petal tickling her nose caused Penny to look up. She should've realized Ruby wouldn't leave her alone for very long. She closed her backpack and turned around, hiding the mysterious object in her pocket.

"What's wrong, Penny?" Ruby asked, eyes filled with concern.

"Nothing. _Hic!"_ Penny had the grace to look embarrassed. "I'm just… a bit overwhelmed by everything, that's all."

"I know how you feel," Ruby said with a rueful smile. "I wasn't ready to believe my Uncle Qrow when he told me about all this at first."

Penny nodded, not meeting Ruby's gaze. For her part, Ruby looked a bit downcast. She took Penny's hands in her own and gazed into her palms. She mentally pictured the bolts and metal plates hidden within. She would never forget the day she first saw them, not least because Penny threw her into a dumpster immediately after.

"Penny…" Ruby hesitated, finding the words difficult to say. "If you want to go home, that's okay."

Penny's head snapped up. "What?"

"I mean, you came all this way to fix your memory," Ruby continued. "And now that you've done that, you probably want to see your dad again. I can relate. So, if you want to go back to Atlas and get away from all this magic stuff, then that's just fine."

"Ruby, I don't want to go back to Atlas yet."

Ruby blinked, unable to contain a hopeful expression. "You don't?"

"Of course not!" Penny assured her. "Like Neon said, you need all the help you can get. We're friends, Ruby, and friends support each other." She felt a pang of sadness, remembering the last person she had said that to.

"So, what's really wrong then?" Ruby asked, seeing that her friend was still pensive.

"Ruby, can I ask you something?" Penny asked.

"Anything," Ruby replied.

"Do you think even the worst person can change?" Penny asked. "Is it possible that anyone can be a good person?"

Ruby tilted her head. "Is this about Neo?"

"I can't help but think about what happened to her," Penny said. "I know she did some awful things, but the fact remains that she was willing to help me. Not just with finding Weiss, but freeing her, too. She didn't have to either." Penny suddenly looked pleading. "If Neo did join us, would you have given her a chance? Would you have heard her out?"

Ruby thought carefully. "You didn't know her before, Penny. She almost killed my sister. She almost killed _me._ I just don't know why she would follow a man who ordered her to kill children."

"She has to have a reason," Penny insisted. "I want her to tell me. I want to know why she did what she did before I reject her completely."

Ruby looked into Penny's eyes. Even dying, her friend looked so innocent and full of optimism. Some would probably tell Ruby it was like she was looking into a mirror.

Finally, Ruby sighed. "I just don't know, Penny. It's not like it matters anyway, right? She didn't follow you. We're probably never going to see her again."

Even Penny could tell that her friend didn't put much stock in that last remark, but she could sense that Ruby wanted the subject dropped. "You're right."

"Come on," Ruby said, leading Penny back into the living room. "It's time Ozpin told you everything."

* * *

"So, to summarize what Oz just said: magic is real, the Gods of Light and Darkness are real, I have bad luck, Oz can reincarnate and is now a little kid, a witch named Salem is controlling the Grimm, and we need to find the four Maidens to get the four Relics and save the world. Any questions?"

When Qrow finished his rushed summary, Neon raised her hand.

"Yes, Rainbow Girl?" Qrow asked.

"Why does your name start with a Q?"

Qrow suppressed the urge to take out his flask. He couldn't tell if he wanted a drink, or just wanted to throw something at her. "Any _real_ questions?"

There was a pause. Then…

"Did you mention what you did to Qrow and my mom?" Yang asked darkly, turning to Ozpin.

There was silence. Ruby gave her sister a concerned look.

"What is she talking about?" Jaune asked.

"Oh, great," Qrow muttered to himself. If Raven told her about _that_, there was no doubt that she would've put a very negative spin on it.

"That's not a secret I thought she would give up so easily," Ozpin admitted. "Your mother must trust you a great deal."

Yang gave him a hard glare. Ozpin raised an eyebrow at Neon vigorously shaking her head at him.

"My ability to reincarnate, though a curse, isn't without a few key benefits," Ozpin said, rising and pacing around the coffee table. "Much like the Maidens, I too possess a certain… magical power. Using this power, I was able to gift the Branwen twins the ability to see more, to move freely and be unburdened by their natural bodies. I…" He stopped next to Qrow and turned to address everyone. He smiled, as if what he was about to say was the punchline to a joke. "Well, I gave them the ability to turn into birds. Rather ridiculous sounding out loud, isn't it?"

"Wait, what?!" Jaune demanded. Ozpin turned to address the four kids on the couch. Penny had pulled up a chair and was sitting next to Ruby.

"Uncle?" Ruby asked, looking for confirmation in Qrow's eyes. He simply nodded.

"You turned them… into birds," said Ren, as if he would be able to make more sense of the situation if he said it out loud.

"Okay, NOW you're just messing with us," Nora said.

"What else is new?" Jaune asked, crossing his arms.

"He's telling the truth." Everyone turned to Weiss. She was hugging herself, as if to ward off any negativity. "We saw it. Yang's mom… changed. Right in front of us."

"We're not even really sure how it happened," Neon piped up. "I think my brain skipped a few frames during the transformation."

"Yours too?" asked Penny. She was confused because in her case, the joking metaphor was quite literal.

Yang was too busy having a stare-off with Ozpin to say anything. She looked into those green eyes, part of a different face but still very familiar to her. She thought about the mysterious, somewhat distant headmaster she had known before. He had trained the students of Beacon to fight something they didn't know the full story about: Salem. And if what Raven had said was true, he was using the headmasters of other academies all over Remnant to do the same thing in the other kingdoms. This business with turning Qrow and Raven into birds and forcing them to keep it a secret was the final straw.

"Why would you do something like that?" she asked. "What is wrong with you?!"

Neon frowned in confusion. She thought Yang was referring to the whole bird business the same way she might react to learning Ozpin had orphaned the two Branwens with his own hands. To Neon, it just sounded like her rival was getting angry for no reason.

_Blondie, you and I are going to have a _serious _talk about your attitude problem_, she thought to herself.

"Yang, that's enough," Qrow snapped. "We made our choice. We wanted this."

Yang sort of deflated then, all anger dissipating. In its place, she felt nothing but perplexment. Her face broadcast that to the world, and she leaned back.

Ozpin turned to Qrow. This subject had more to do with the unlucky Branwen than it did himself. "May I?"

Qrow nodded. Ozpin walked closer to Yang with a reassuring gaze. "Granting this power to them was not a trivial task. And I can assure you, it was not done frivolously. I required assistance in gathering information on Salem's plans, as well as searching for Maidens when their hosts became unclear."

"Okay," Ruby said, slowly processing the new information, "so, have you done this with others? Like, General Ironwood or Professor Goodwitch?"

"As helpful as that might be," Ozpin conceded, "it's not that simple. My power is finite and, if I'm being honest, dwindling. The amount I gave to Qrow and Raven was, all things considered, rather miniscule." His expression was suddenly distant and wistful. "You see, centuries ago, I sacrificed a great deal of magic to four young women who I hoped would use my gift for good. They were the first Maidens."

Silence reigned again. In the back of their minds, the heroes had realized the possibility that Ozpin was centuries old. This nugget of information just brought that to the forefront of their thoughts, and inspired awe at the idea of one person seeing so much history unfold before him.

"Miss Xiao Long," Ozpin continued, "it was never my intention to lie to you. To any of you. There are just some matters that I prefer to…" He adopted an amused expression and turned to Qrow. "… play close to the chest. I believe that's how you phrased it?"

Qrow gave a small laugh. "Yeah."

"Everyone has a choice," Ozpin said. "The Branwens chose to accept their powers and the responsibilities that came with them. And later, one of them chose to abandon her duties in favor of her own self-interest. Now, all of you have a choice. If anyone wishes to leave, now is the time. There is no shame or disgrace in abstaining. Only in retreat."

The members of Team RNJR looked between each other, silently agreeing. They had come this far, might as well see the whole thing through. Penny, of course, had made her decision already. Weiss twiddled her thumbs and looked down nervously. It sounded like she had unknowingly jumped out of the frying pan and into the fire by leaving Atlas to join her old team. But frankly, _anything_ sounded better than going back to face her father in shame.

Neon had only one response to Ozpin's offer. "Heh, sounds like an invitation to party!" she said with a cocky grin.

Ozpin gave a small smile at the skater's enthusiasm. "Very well." No sooner had he said that than Yang was standing up with a determined look in her eyes. His smile immediately faded.

"Yang?" Ruby asked with worry.

"If Ruby sticks around, then I will too." She turned to her sister with a smirk. "Because if there's one thing I know about her, it's that she somehow always knows the right thing to do."

Ruby beamed at her gratefully.

"But," Yang continued, giving Ozpin another glare, "if we're going to help, if we're going to keep risking our lives… no more lies. No more half-truths."

Everyone turned to the revived headmaster expectantly. He looked at Qrow, who only gave him a nod.

"Understood," Ozpin said.

This seemed to satisfy Yang, and she sat back down.

"So, what now?" Jaune asked. "What can we do?"

"That is a difficult question," Ozpin said with a thoughtful look in his eyes. "One that I believe is best answered tomorrow."

"What do you mean?" Jaune asked.

"The road ahead is undoubtedly filled with hardships and peril," Ozpin explained. "However, it's been far too long since you've all been together."

He put a hand on Yang's shoulder and gave a comforting smile. "Please, take tonight. Enjoy this moment."

Yang smiled back gratefully. Without warning, there was a flash of light in Ozpin's eyes. At the same moment, his expression became puzzled. He was back to being the shy farm boy.

Oscar looked down and realized where his hand was. He yelped and leapt back, nearly dropping his cane in the process. Everyone laughed. They needed a moment of levity after such a heavy discussion.

"OOOHHHHH!" They all turned to Nora at her exclamation of epiphany.

"Raven? Qrow?" She clapped her hands together as if she had just discovered the secret to making infinite pancakes. "They're birds!" She leaned back with a smug expression. "Cracked it!"

Ren shook his head with a grin, as did Jaune and Ruby. They were used to Nora's antics by now. Neon, however, had a much bigger reaction.

"Come on!" she exclaimed in sarcastic frustration. "How did I not see that before?"

"You seem to be taking all of this rather well, Neon," Penny said, genuinely impressed.

"Oh, don't get me wrong, this is all still crazy and mind-blowing to me," Neon said. She would have said more if there wasn't a knock just then.

"I'll get it!" Ruby said cheerfully, dashing up to the door.

Jaune looked to Qrow in confusion. "Did one of your friends decide to come around after all?"

Qrow shrugged.

Ruby's cheer immediately diminished when she saw who was at the door. The guest was holding her hat in her hands, with her parasol strapped to her back. Her mismatched eyes were unreadable.

Ruby stared at Neo. Neo stared back. The mute hadn't expected to come face-to-face with Little Red immediately.

"Ruby? What's wrong?"

Neo broke Ruby's gaze and looked over her shoulder at the familiar voice. There was Penny, walking up behind her best friend. The two locked eyes and it was like a switch had been flicked. Penny's expression instantly brightened, and she ran the remaining distance between her and the door.

"Neo! You made it!" she cheered.

Neo rolled her eyes. She could already see where this was going and accepted the inevitable. She opened her arms and let Penny hug her. After a moment's hesitation, Neo hugged her back. She wasn't sure what compelled her to do so, it just felt right.

Ruby watched the scene with great interest. She could see Neo's face from over Penny's shoulder. She was… at peace. Happy, even. She was certainly a far cry from the assassin who nearly dropped her to her death with a sadistic smile on her face. The two conflicting images dueled for prominence in her mind. What if Penny had been right and there was some good in Neo after all? But then again, what if she was horribly wrong?

"Ahem."

Neo's eyes shot open and she finally took in the scene within the apartment. There were a handful of Little Red's friends that Neo did not recognize gathered on the couch, all giving her perplexed looks. Neon was with them, and she waved her tail in greeting. A nervous looking boy was standing next to Qrow Branwen, who had his arms crossed.

It was the other three that caught Neo's attention the most. Yang was glaring daggers at her and had a hand on her hip. Weiss was standing next to her with an equally unamused expression. Little Red looked more concerned than guarded.

Penny separated from Neo and looked at the present members of Team RWBY. Her smile faded when she realized how upset they looked.

"Kids, let's give them time alone," Qrow said.

Team JNR looked like they were about to protest, but Qrow made it clear there was no room for argument. They went upstairs with him and Oscar, and just like that, Neo and the others were alone.

"Come on, sit down," Penny said, leading Neo to the now empty seats. Neo sat in one chair, Ruby, Weiss, and Yang sat on the couch facing her, and Penny sat on the couch between them.

They sat in awkward silence for a long time. Penny looked nervously between Neo and the others. The short woman was guarded. Yang was still glaring at Neo as if she might break something if she was out of sight for even a second. Weiss was merely sizing Neo up, gauging how much of a threat she was. Ruby was holding Neo's gaze. The tension was thick enough to cut with a butter knife.

"So," Yang finally said, ever the blunt one, "what do you want?"

Neo reached into her pocket and pulled out a folded piece of paper. She unfolded it, revealing a single word. TALK.

"You know, I'm getting tired of people being vague and mysterious," Weiss said.

Neo flipped over the paper to reveal a new message on the back. What happened to Roman Torchwick?

"We don't need to –"

"What do you want to know?"

Yang looked at Ruby in shock. "Ruby, you don't have to tell her anything."

"She deserves to know, Yang," Ruby said. She looked up at her sister pleadingly. "Let's just hear her out."

Yang's protests died in her throat when she saw how earnest Ruby was being. She turned back to Neo. "You're outnumbered. Don't try anything."

Neo rolled her eyes again. She didn't need this girl to insult her intelligence. She knew a disadvantage when she saw one.

Penny caught Ruby's eye and gave her a grateful smile. Ruby took a deep breath.

"Where should I start?" Ruby asked, turning back to Neo.

Neo took a moment to write her reply. Where do you think? You launched me off the airship. Start from there.

Ruby nodded. The Fall of Beacon was not a memory she was eager to look back on, but it was clear she would have to. Once the truth was out, then she could put the past behind her.

"Okay," Ruby said, gathering her courage. "Here's how it happened."

* * *

"_I may be a gamblin' man," Torchwick yelled over the rushing wind, "but even I know there are some bets you just don't take."_

_Ruby held onto her scythe for dear life. She barely registered anything the crime boss was saying, as she was incredibly distracted by the flock of ravenous Nevermores and Griffons whipped into a frenzy directly below her. She even had to kick one away before it could snap her up. She idly heard metal scraping against metal. She looked up and saw the blade of Neo's parasol pointed directly between her eyes. The assassin had a sadistic grin on her face._

_Ruby looked up the blade and saw something that caught her eye: a bright red button. She had no idea what it would do if pressed, but it wasn't like she had anything to lose at this point._

"_Like it or not, the people that hired me are going to change the world," Torchwick continued. "And you know the old saying: if you can't beat 'em…"_

_Before he could finish the thought, Ruby used all her upper body strength to hoist herself up and slam down the button. Neo reflexively pulled her weapon away, but this turned out to be a mistake; the parasol's canopy opened wide, catching the chaotic wind whipped up by the dozens of Grimm around them. She gasped as her tiny body was easily carried away by the air currents, quickly becoming indistinct against the dark clouds of the night._

"_NEO!" Torchwick called in panic. _

"_I don't care what you say!" Ruby yelled defiantly. Roman turned and saw that she had fully pulled herself back up onto the airship. Her scythe was still planted in the deck behind her. "We will stop them, and I _will _stop _you_. _BET ON THAT!"

_With one less player, the game continued._

_Ruby darted back and forth, feinting from side to side. Torchwick fired his gun, using his cane to sweep the blast across a wide arc. Ruby was thrown back by the force, yet she still charged forward. Torchwick easily smacked her away, but he was far from finished. He placed the barrel of his cane against Ruby's midsection and pulled the trigger. Though Aura protected her from the brunt of the damage, the air was forced from Ruby's lungs, leaving her dizzy and sprawled against the ground. She struggled to her feet, barely able to stand. Even still, her fists were clenched and ready for another punch._

_Torchwick swaggered up to her. "You've got spirit, Red!" he shouted. "But this is the _real world!_" He smacked her across the face with his cane, sending her to the ground again. "The real world is _cold!"_ Another blow from the cane. Spots were entering Ruby's vision. "The real world doesn't care about _spirit!" _He wound up for another hit, but was suddenly punched away. Ruby had stumbled to her feet again._

"_You wanna be a hero?!" Torchwick yelled. "Then play the part and die like every other Huntsman in history!" He wound up another blow, but this time Ruby was too disoriented to retaliate. She kept getting painfully thrown to the ground, over and over again. Her bones felt like blocks of lead, weighing her down and begging her to just let the man beat her into unconsciousness so she could escape the pain. But Ruby refused to stay down. That would go against all her training and everything she stood for as a Huntress._

_The Grimm were circling closer now._

"_As for me?" Torchwick asked, slowly walking up to her for the final blow. "I'll do what I do best. _Lie. Steal. Cheat! AND SURVIVE!"

_A Griffon swooped down behind him, eating him whole before anything else could happen._

* * *

"… and that's how it ended," Ruby finished. "After that, I beat the Griffon, escaped the crashing ship, and ran back to the CCT Tower."

Ruby had looked away from Neo when she explained the Griffon attack. She now looked her in the eye.

That was it?

After all that had happened, after all they had been through… _that _was how he had died? Being gobbled up by one Grimm out of hundreds? Just another casualty among thousands?

It was unforgiveable.

Neo wrote another message to Little Red. He wouldn't have died if I was there.

Ruby looked down guiltily. She didn't have any rebuttal for that, because what Neo wrote was technically true.

"Why do you care so much?"

Everyone looked at Yang with surprise. She had been rather quiet after her initial threat.

"Torchwick was a crime boss," Yang said. "His line of work was always dangerous. You should've seen something like this coming."

Neo gave Xiao Long a look of utter contempt. Yang held her gaze unwaveringly.

Neo showed her the same message from before. He wouldn't have died if I was there.

"Do you really think he cared about you?" Weiss interjected. "He was just using you. That was the crux of his job: using people to get what he wanted. What made you different from any of the other dozens of faceless hired thugs he used? Or any of the White Fang he threw at Vale to be arrested?"

Neo was sick of the girls' line of questioning. Her scowl deepened.

"Guys," Penny said pleadingly. She didn't like where this was going.

"Roman Torchwick was vile," Weiss said, getting herself worked up. "He was a thief, a manipulator, a murderer. What was it about him that made you so loyal? Why would you continue to follow him after all he did?"

Neo abruptly stood up and threw her notepad at the door. Yang stood up and clenched her fists. The bright red bullet casings in her gauntlets were visible to all. Penny looked back and forth between Neo and her other friends with panic and worry.

Neo turned around.

She opened her mouth.

"_I had… nothing… before him."_

Everyone's jaw dropped. Neo's voice was raspy and barely heard, but the impact was felt. They had only just registered her words when she bent over and began coughing. All at once, her body shook as she hacked and heaved, gasping for air.

"Neo!" Penny shouted. She launched to her feet, rubbing Neo's back as she continued her coughing fit.

Neo had a hand on her mouth. When she pulled it away, her glove was stained with red.

"Neo," Penny repeated with concern.

Neo met Penny's gaze, her eyes fiery and wild. Without warning, she sprinted for the door, threw it open, and slammed it shut behind her.

Penny looked at the door for a long time. She turned to Weiss, then Yang, eyes filled with anger. The three members of RWBY were stunned. They had never seen Penny this upset before.

Penny reached into her pocket and pulled out three scraps of paper, obviously taken from Neo's notepad. She threw them onto the coffee table and made for the door. Along the way, she picked up Neo's discarded notepad.

"Penny," Ruby called with concern, also rising to her feet.

When Penny opened the door, she looked back. "Everyone has a reason for what they do." With these parting words, she stormed out of the apartment.

The girls looked at each other. Ruby looked at Weiss, looking almost as hurt as their enemy had been. Weiss immediately regretted getting so worked up.

"Let Neo go," Yang said. "She can't be up to any good."

"Penny trusts her!" Ruby protested, but it was obvious she was losing conviction in her defense of the assassin.

"We all know how naïve Penny can be," Weiss said. "We don't know if Neo will get her mixed up in something dangerous."

Ruby felt terrible. She had just gotten back a friend she never thought she would see again. Now, with both the threat of losing Penny again and the return of Neo, she felt like she might have a panic attack.

"So, are we gonna read this?" Yang asked, picking up the scraps of paper.

"What is it?" Weiss asked.

"Looks like a letter," Yang said. She read the first few lines. "From Neo to Penny."

The girls sat down again. Yang figured out which order to place the scraps in and laid them out on the table accordingly. The three gathered close and began reading.

Meanwhile, just beyond the staircase, the other occupants of the apartment were listening intently. After all, there was no way they were going to leave the other four alone with the murderer.

"What do we do?" Ren asked.

"Nothing," Qrow responded. "Neo's gone, and that's all that matters."

"And what if Penny doesn't come back?" Jaune asked.

Qrow closed his eyes and sighed through his nose. "We'll track her down."

Neon looked at the ground, frowning to herself. Even if this Torchwick guy was as bad as everyone kept saying, Yang had still been rather callous about his death. It looked like she was going to need that attitude adjustment soon.

* * *

Neo stopped coughing up blood about a block away from the apartment.

Her chest stopped hurting soon after that.

It was well and truly night now.

What had she been thinking? Of course those brats wouldn't welcome her! This is what happened when you tried to ask for help from a bunch of goody-two shoes: they get hung up on the past!

No matter. She had gotten what she came for: information. Only one question remained.

Now what?

"Neo!"

She turned around and saw Penny sprinting up to her, worry still painted on her face. Neo sighed. This was a mistake, as it caused her already sore throat to itch. She resisted the urge to start coughing again.

Penny slid to a stop in front of Neo. "I'm so sorry, I should have realized something like this would happen!"

Neo reached into her pocket and mentally cursed when she remembered she had thrown her notepad in a fit of rage. Penny recognized what she was looking for and handed it to her.

It's not your fault, Neo wrote when she located a pen.

"Are you okay?" Penny asked. "I don't know much about human anatomy, but I don't think it's normal for someone to be coughing up blood."

I'll be fine, Neo assured her.

Penny sighed with relief. She shuffled her feet. "Neo… I want to ask you something."

Neo's eyes narrowed. Didn't you get my letter?

"I did," Penny said. "And I'm very grateful to you for explaining everything to me. But it's not about that."

Neo nodded, urging Penny to continue with a hand wave.

"I was wondering… what're you going to do now?"

Neo put pen to paper.

She paused.

That was a very good question. She could try tracking down Raven again. But by the time she made it back to Lake Matsu, the bandits would have likely packed up and moved now that someone knew their location. Tracking them down all over again could take weeks, maybe even months. Even if Neo succeeded, it was likely Cinder would find them before her. Then she would have no leads whatsoever.

What if she stayed with Penny? No, that was obviously not an option anymore. Little Red and her friends had made it abundantly clear that Neo was unwelcome there.

I don't know, she replied truthfully.

Penny could tell Neo was distraught. "Would you like to stay with us?"

Neo was already shaking her head before Penny finished that sentence. They don't want me there. I don't want to be around them either.

Penny looked like she was about to cry. "What about me?"

Neo thought about how to respond. She settled for patting her ally on the shoulder, followed by a hastily written reply.

I want to be alone. Then Neo crossed out "want" and replaced it with "need." I need to work things out for myself.

Penny opened her mouth to protest, but she stopped herself. Friends supported each other. She could see now that it would be selfish of her to demand Neo to stay somewhere she didn't want to be.

"Very well," Penny said with a shaky voice. "Will I see you again?"

Neo hesitated again. I don't know that either.

"Here." Penny took the notepad and wrote something down. "It's my Scroll number. I'll text you once I get mine repaired. I know it won't help much if you're planning on leaving Mistral, but… it's something."

Neo took the notepad back, looking at the number for a moment. She nodded, ripping the page out and stuffing it in her pocket.

She held out her hand to Penny. The android looked at the offer for a moment. Then she hugged Neo again. Neo sighed again and hugged her back.

"Be safe," Penny said.

Neo nodded, and Penny felt the movement in her shoulder. The two separated and locked eyes. They stood there for what must have been a full minute, both of them taking in every detail of the other's appearance.

Finally, Neo gave a small wave goodbye. Penny repeated the gesture. They were both stalling and they knew it. Neo turned around and began walking away. Penny watched her the entire time. Neo never looked back. She turned a corner and out of sight.

Penny looked at the ground. _With every meeting, a parting is soon to follow_. That was something her father had once told her. She had never thought such a simple phrase could spark such negativity within her.

As Neo continued walking into the night, she felt something strange on her face. Placing a hand on her cheek revealed that her eyes were damp.

* * *

_Neo stared into the puddle at her feet. The reflection that stared back at her was barely recognizable for two reasons. First was the dirt smudged all over her face. Second was the ripples in the puddle made by the constant rain. The precipitation sent shivers down her spine, the raggedy sheet wrapped around her body doing little to protect her from the cold. She sneezed._

_Yes, all things considered, her life was a train wreck._

_She nearly jumped out of her skin when she heard the clatter of a tin can being kicked down the alleyway._

"_Urgh, what a stench!" exclaimed a voice. "They let beggars roam free in this town?"_

_Neo didn't look up when she heard the wet footsteps drawing closer. If she ignored the guy, maybe he'd just walk away without incident._

_When she saw the tips of black boots stop right in front of her in her peripheral vision, she cursed mentally._

"_You know, little lady," the man said, "you look pret-ty familiar. Have we met?"_

_No response._

"_Ah, the silent type, eh?" the man asked. "That's fine. I like people who know how to keep secrets."_

_Still nothing._

"_You know, I think I know why I recognize you," the man continued. "My guys have been spotting you stealing a lot of food lately. And I mean _a lot _of food."_

_Silence._

"_But you're not just an ordinary bread thief," he said. "Because I have several accounts of people who saw you stealing food from two different shops on opposite sides of town. At the same time. Seems like you've figured out the trick to being in multiple places at once. People must really envy you."_

_Neo scowled. What was this guy even talking about?_

"_Now just imagine if you put those talents to use stealing something… a bit more high-profile than bread. Like, say, Dust? It would be like printing your own Lien!"_

_Neo's eyes widened._

"_But hey, what do I know? I'm only one of the biggest crime bosses in Vale."_

_Neo noticed something then: she wasn't feeling the rain anymore. Looking down in the puddle, her reflection was clear. Two eyes blinked up at her, one pink and one brown._

_She looked up at the man who was having a very one-sided conversation with her. He was wearing a white suit, black pants, and a bowler hat, all of which were cleaned to perfection. His bright orange hair was combed neatly and slick with hair gel. He was holding an umbrella above both their heads. He stuck out in the ghetto like a sore thumb, but there was something about him that set her on edge. Something about the confident way he carried himself transmitted a message to all who looked at him: "I'm dangerous and I know it, so back off." _

_He smiled at her, offering a gloved hand to help her up. His smile was the opposite of threatening. It was full of charisma, a sense of attraction that drew people in and made them want to know more about this intriguing individual. It was the smile of a con man._

"_Roman Torchwick," he introduced. "But then, you probably already knew that. I have a proposition for you."_

_Neo stared at his hand, heart racing. After only a second's hesitation, she took it._

* * *

Penny.

As I'm writing this, you're staring into space. Guess you didn't know how to react to Xiao Long punching the skater chick in the face. Which, to be fair, I didn't really know how to react to that either. I mean, I can't exactly laugh my ass off, now can I?

I don't know what's going to happen to us. We're talking about storming Raven's base to rescue the Schnee girl, something I had never planned on doing yesterday morning. I figured I'd write this and hide it in your backpack just in case we're separated for any reason. You deserve an explanation. I don't know why I think that way, I just do.

Like Xiao Long said, I helped cause the Fall of Beacon. I was more of a bit player than some others, but the fact remains that a lot of people might still be alive if I hadn't been involved. I freed Roman Torchwick, and he's the one who caused Atlas's military hardware to go haywire and start attacking civilians. There's no running away from that.

You might be wondering why I chose to follow such a delusional, violent man even after all he had done. The truth is I owe my life to Roman Torchwick. I would be rotting away in some ditch if I hadn't met him. I knew he was an awful man when he recruited me, but I followed him anyway. He gave me a roof over my head and decent food. More importantly, he gave me a purpose when I had nothing. Yes, working for a crime boss became my purpose in life. It wasn't much, but it was all I had.

Roman brought light to my life. Without him, I'm just bumbling around in the dark, no clear direction, no idea what the hell I'm doing. The way I see it, there are three people responsible for his death. Cinder Fall is to blame for getting him involved in all this stupid magic nonsense. Ruby Rose is to blame for separating me from him in his time of need. And as illogical as it may sound, I feel partially to blame for not being there to protect him.

The reason I attacked you when we first met was because I was angry. I couldn't stop thinking about how unfair it was that you got to live and he didn't. Selfish of me, I know. As for what I'm doing in this forest, I've explained that much already if I recall. Cinder Fall is after Raven Branwen because the latter has something the former wants. When Cinder shows up, I'll be ready to take my revenge. That was the plan, anyway. It looks like that's all about to go pear-shaped.

Amazing, I've already taken up three pages front and back in the little notepad just to write this letter. Sounds like you're waking up from whatever trance you were caught in. We're going to be moving out soon. I'd write more if I had the time, but I don't. You wanted an explanation and now you've got one. Everyone has a reason for what they do, and now you know mine. What you do with that information is up to you.

Neo Politan

* * *

Ironwood entered Marion's lab, surprised at how clean and tidy it all looked. There wasn't even a mess on his worktable passed off as an "experiement." The doctor himself was sitting at his computer, a look of concentration on his face. Ironwood could see that he was using his keyboard backwards. Knowing the Mad Genius, it was entirely possible that he was doing that on purpose.

"Doctor?" the General asked.

"Ah, General, thank you for coming on such short notice!" Marion greeted cheerfully. "Please, have a seat!" He indicated the chair behind him without looking away from his computer screen. Ironwood did as Marion suggested. He was far too used to the doctor's antics to be offended by how dismissive he seemed to be.

"So, what was so urgent that you had to interrupt my class?" Ironwood asked.

"Tell me, General, what do you know of wind resistance?"

Ironwood furrowed his eyebrows. "Not much. If I am correct, it has to do with the friction of the air against a fast-moving object, correct?"

"In layman's terms, yes," Marion agreed. "Also known as drag, air resistance is the force of wind pushing against an object moving at high speeds. If said object is moving too fast, the air will push back on it hard enough to shred it to pieces."

"Are you going somewhere with this?" Ironwood asked.

"Yes," Marion said, turning around. "Your student, Neon, is giving the finger to basic physics."

Of all the subjects Ironwood could have expected Marion to transition to, this was certainly at the bottom of the list. "Care to be more specific?"

"I've been looking into Neon Katt's battle data," the Mad Genius continued. "She rarely shows up for training, but when she does, she refuses to look at any collected data. If she did, she might be a bit more hesitant to go at the speeds she does." He frowned. "If an unprotected human or Faunus were moving at Mach 1, the air resistance would greatly increase their body temperature, shred through their Aura, and flay the skin from their bones given enough time. It's why so many other Huntsmen and Huntresses with super speed still prefer travelling by car or plane. Katt has gotten dangerously close to those speeds and has exhibited none of the negative side effects as far as I can tell."

"And how would you propose she accomplishes this?" Ironwood asked.

"Certainly not by any means science can explain." Marion grinned. "Luckily, achieving the impossible is my specialty. I invented artificial intelligence, after all. At any rate, I believe her impossible feats are tied to her ignorance of the fact that they are impossible. I think she would have far less success if she knew just how ludicrous her speed is. I also believe that she is aware of this fact and that she intentionally skips training sessions to avoid hearing about her data. Achievements in Ignorance is what I would call it."

Ironwood shook his head. "You're right, that is unexplainable by science. Still, it's a better answer than any of her professors could come up with. Now, care to explain _why_ you have a sudden interest in Neon Katt?"

Marion tapped his fingers together sheepishly. They both already knew the answer to that question. "What? A father can't be paranoid about someone his daughter spends time with?"

Ironwood nodded. "I suppose –"

There was a buzzing noise coming from the inside pocket of Ironwood's military jacket. He reached inside and pulled out his Scroll, putting the device to his ear. "This is General Ironwood." Marion could hear the voice on the other end, but not what they were saying. "Go on." Marion blinked in surprise as he watched Ironwood's eyes widen. The doctor could count on one hand the number of times he had seen that look on his friend's face. "Are you certain?" Ironwood's shock did not decrease as the voice on the other end continued. "I'll take care of it." He hung up and looked Marion in the eye. Now he almost looked panicked.

"We've received a report from one of our undercover agents," Ironwood said. "Arthur Watts is alive. He was spotted in Anima near Lake Matsu, where Raven Branwen is currently camped."

Marion's face paled. He shot out of his chair so fast it was knocked over. "WHAT?! How?! No, don't answer that, I already know how." He began pacing around the room, pulling at his hair. "I should've known that arrogant bastard would still be alive. It was wishful thinking, assuming otherwise."

An awful idea entered Ironwood's head. "How likely would you say it is that Watts is working for Salem?"

Marion's eyes widened further. "We need to get my daughter back."

* * *

**A/N: A very happy 4th of July to all my American readers! I am thoroughly enjoying my day off from work.**

**HOLY HELL THIS CHAPTER IS ALMOST 9000 WORDS! I got really carried away here, I apologize. Splitting this into two chapters really wasn't an option either. 5000 is usually the minimum I strive for when it comes to this stuff.**

**(Edit 2/9/2020: Actually more like 8000 now that I've trimmed the fat. Still sorry for making it so long, though!)**

**A lot of retreading of canon here, but I didn't have much of a choice. I needed to include Episode 7 in here in some capacity. Not just so Ozpin could explain (almost) everything to Penny, Neon, Weiss, and Yang, but also to allow the teenagers to just act like teenagers for once. Can't believe that's become such a luxury to them all of a sudden.**

**Looking back on Roman Torchwick's final words, I can't help but be reminded of Harvey Dent from _The Dark Knight. _"Either you die a hero, or you live long enough to see yourself become the villain." There has to be some kind of story behind his cynical worldview and his whole "die like every other Huntsman in history" bit. **

**Neo is still not out of this story yet! She will be back, don't you worry.**

**Even more foreshadowing to Arthur Watts's origins. He will be much more than the background character he's been up to this point in RWBY.**

**I've kept you here long enough. Leave a review telling me what you think!**

**Next time: While Penny fulfills a promise, Neon finally gets Yang to open up about her attitude problem.**


	13. Chapter 12: Rematch

**Review Responses**

**Combine117: Indeed. Thanks again for that!**

**Infinity Soul: I have no doubt that would be an entertaining scenario. I'd like to imagine it getting exasperated at Cordovin's idiocy.**

**3-13 Sniper: Wouldn't we all like to just punch Cinder in the face? As you'll see later, this extends to her own associates as well. Still, I doubt Neo would do something that drastic. After all, she's not eager to throw her own life away for revenge, as we saw in Volume 6 when she agreed to a truce when she saw Cinder's Maiden power. Considering the other craziness we've seen in RWBY up to this point, I'd like to think the laws of physics are more like suggestions than hardcore facts. Trying to justify one loophole will inevitably lead to another.**

**merendinoemiliano: I seem to be putting a lot of flashbacks in here lately. In fact, there's another one coming up right now!**

**CrazyNuiHarimeFan86: Oh well, what could have beens and what ifs are plentiful in something like RWBY. Heck, this whole fic started out as a "what if scenario" of Penny's resurrection.**

**dizitsma: I'm glad you like her!**

**Guest: Thanks for clearing up the confusion from last time. No, Penny cannot talk to Yang's arm, nor does her arm have a name.**

**An unusual amount of reviews this time around. Thank you all for sharing your thoughts! I can't believe this story has accumulated 83 Followers.**

* * *

Penny lifted her newly repaired Scroll and admired her handiwork. It looked better than new. She pressed the power button and was elated when the screen lit up. She had done everything correctly.

This was just what she needed: a day with just herself and her machines. She had… _borrowed_ Yang's motorcycle Bumblebee and taken it to a repair shop lower in the city. Thankfully, the owner had agreed to give her a heavy discount if she did the service herself. Frankly, she would have given Bumblebee the tune-up she had promised yesterday even if she had to pay double price. It would have been worth it just to spend all day in this workshop, surrounded by tools and machinery just waiting to be tinkered with.

Penny frowned, her jubilation fading somewhat. Yesterday. It was amazing to her that so much had happened in the past 24 hours. Storming Raven's camp, reuniting with Ruby, the confrontation with Neo; all of that had happened over the course of a single evening. When had her life gotten so hectic?

Then she remembered something: because her Scroll had been damaged in the crash landing, she had been unable to keep up with her daily video journals! Her excitement returned anew as she opened her Scroll's camera app and began recording herself.

"Day 9 of Reconnaissance!" she said, propping the Scroll on the workbench so that it could continue recording her as she set to work. "Unfortunately, due to an accidental crash landing, I was unable to get around to recording Days 7 and 8. So, I've decided to make this one even longer to make up for that!"

She continued her ramblings as she gathered what she needed to work on Yang's motorcycle, almost skipping from workbench to workbench. "Oh, there's so much to cover. But first, let me introduce my new friend! This is Bumblebee!" She began hugging the bike like a child might hug a stuffed animal. "She belongs to my other friend, Yang. I promised to give her a tune-up, so that's what I'm going to do while I record my video journal."

She pressed into the bike's tires, frowning at how easy it was to make an indentation in the hard rubber. She stood up and began feverishly searching for an air pump. "I'll start on Day 7. That's when I met my other new friend, Neo Politan." Since she was facing away from her Scroll, the camera was unable to pick up the brief flash of sadness breaking through her usual cheer.

* * *

"_Don't tell me to calm down!"_

Ruby and Weiss gave their teammate weird looks. "Whoa, Yang." Ruby said, sounding somewhat hurt.

Yang realized what she had just done and guiltily looked away. She gazed into her steaming drink. Her hand was shaking, making small ripples in the coffee that made it impossible for her to see her reflection. Her heart was pounding so hard she was surprised that her teammates couldn't hear it.

She stood up, walking away with an offhand "Whatever." It did little to mask the fact that she was very much upset.

When Yang was gone, Weiss and Ruby gave each other worried looks.

"I'll go talk to her," they both said at once. They blinked in surprise.

"She's my sister and my teammate, Weiss," Ruby said. "Besides, I ran off and left her alone for so long, the least I can do now is comfort her."

"I know where you're coming from, Ruby," Weiss replied, "but she's on my team, too. I disappeared from her life, too. I want to help."

"No need, I think I can handle this."

They both turned in the direction of the new voice. To their surprise, Neon was leaning against the door frame.

"How long have you been standing there?" Weiss asked.

"Long enough to know that Blondie's got an emergency case of Killjoy Disease," replied Neon. "Lucky for us, I happen to know the cure."

Weiss frowned. "And what would make you more suited to helping Yang through her problems than her own teammates? One of which is her own sister, I might add."

"You just answered your own question, Ice Queen," Neon said. "You're too close to the situation. In your minds it's easy for you to forgive this Blake chick. You realize why she did what she did, so you understand her actions, if only a little bit. Yang doesn't think like that, though. She thinks like me. She's too fixated on what happened to think about _why _it happened."

Weiss was amazed. "That was surprisingly profound coming from you."

Neon grinned. "Hey, I can't be jokes and rainbows all the time, right?"

"Wait," said Ruby, frowning in confusion. "How can you know how Yang thinks?"

Neon's smile faltered. "Let's just say I went through something like what she went through, and this whole thing is giving me a bad case of déjà vu."

Her cocky attitude fading somewhat did not go unnoticed by Weiss and Ruby. However, in the time it took them to blink, Neon's smile returned like it had never left. "So, how about it? You wanna let me give it a shot?"

Ruby and Weiss turned to each other again. They leaned in close and began whispering.

"It wouldn't hurt to let her try," Ruby said.

"It would be good to get an outside opinion on the whole Blake situation," Weiss agreed. "Still, I have a hard time believing someone so carefree could know what Yang's going through."

"I'll take that as a compliment," Neon called.

Both girls froze up. They slowly turned around with sheepish looks on their faces. Neon pointed to her ears. "Faunus hearing, remember?" As if for emphasis, she waved her tail at them. "So, what's the verdict?"

Ruby nodded at Weiss. Weiss groaned in defeat. "Very well. But if you can't help her, then we're going in after you."

"Much obliged," Neon said. "But first, I need to ask you ladies a favor."

* * *

"When we finished burying him, we followed the tracks to a bandit camp. We heard the guards talking about capturing Weiss, then we heard the commotion from Yang and Neon's fight with the other bandits."

Penny stopped twisting the bolt and frowned. "Neo was such a big help to me. She helped rescue Weiss from Raven Branwen even though she didn't have to. But it would seem Yang and Weiss still aren't ready to forgive her." She leaned her back against Bumblebee and looked to the ceiling, clearly feeling rather pensive. "As for me, I don't know how to feel about her anymore. I want to think of her as the nice lady that helped me find my friends, but I keep thinking about all the crimes she's committed. I know she's done horrible things but… no one is pure evil, right?"

She tilted her head to the side as if she heard a faint noise. Without warning, she began laughing. "Bumblebee, just because Yang forgot to fill you up at a gas station _one time_ doesn't mean she's pure evil!" She calmed down, but there was still a trace of a smile on her face. Machines had such simple needs. A refuel here, a tire change there and they were usually good to go. There were no complicated relationships or feelings that couldn't be put into words for a motorcycle. Perhaps that's why tinkering was such effective stress relief for her.

She rose to her feet. "I'll continue the story, but first I need to refill your headlight fluid." She made a move for a shelf full of various vehicle-related chemicals, but then turned around with a goofy grin on her face. "Just kidding! There's no such thing as headlight fluid!" There was a pause, then she seemed somewhat dejected. "Well, _I_ thought it was funny. Anyway, where was I? Oh yes, the meeting with Yang. So, as we were trying to restore my memories, Neon grabbed Yang's hair…"

Yang walked onto the terrace for the second time that morning. The sun had risen a bit higher by now, enough to make the sky blue. It was quite a spacious half-circle of smooth unblemished stone with a short metal railing along the perimeter. The apartment's second floor windows were on the wall above the entrance.

Yang sighed. Even with a full cup of coffee in her system, she felt like crap. The memory of snapping at her teammates was still fresh in her mind, and rightfully so since it had only happened a few hours ago. She just wanted to shut herself away, give herself no chance to lash out again. Unfortunately, a certain someone had made it her mission to annoy her to no end.

"So, you finally decided to show up!"

Yang raised an eyebrow. Neon was standing in the middle of the terrace, her arms crossed and a mischievous light in her eyes. Yang walked up to her. "I got your barely legible text."

Neon put her hands on her hips. "What do you mean 'barely legible?' I'll have you know I put a lot of thought into my texts!"

Yang looked at her Scroll, reading the message she was sent a few minutes earlier.

[Watup Blndy ur sis gav me ur Scroll num lol meet me on terrace or ill drag u their.]

"That makes it even sadder," Yang remarked.

Neon pointed dramatically at Yang. "So, now that I've got you where I want you, we can finally have a talk!"

"A talk about what, exactly?" Yang asked.

"Your bad attitude, that's what," Neon replied. "I'm getting sick of you giving everyone the cold shoulder."

Yang's spirits immediately fell. "We've been over this, Neon. I've got a lot going on in my life right now."

"Nuh uh, you don't get to use that excuse twice in a row," Neon said. "You're not leaving until you admit why you're really being such a basket case!"

Yang crossed her arms. "You're going to be waiting a long time, then. I don't have to tell you anything."

"I can be pretty stubborn when I want to be, Blondie," Neon replied. "You're going to open your heart whether you want to or not."

"Why do you care?" Yang asked, throwing her hands out in exasperation. "You're happy and cocky no matter what. Whether I have a 'bad attitude' or not isn't going to affect you."

Neon's smile was gone. Yang blinked in surprise. Neon suddenly looked much more vulnerable without her arrogant demeanor.

"Look, Yang," Neon said, her voice losing its playful edge. "Yesterday at dinner, I was really getting my hopes up. You were laughing and joking with everyone and we were all having a good time. That gag you pulled with Nora and the arm wrestle was freaking hilarious. I thought that maybe meeting your sister again would be all it took to get you out of your funk.

"Then Neo showed up looking for answers. You listened to her for Penny's sake, but then everything went sideways. Neo opened up to you, asking about her boss's death and you responded by telling her she shouldn't have been surprised it happened? Even if Torchwick was a bad guy, that was just cold. Have you noticed that Penny hasn't been in the apartment all morning? I'm willing to bet she's off somewhere tinkering with her backpack or something because she's stressing out. You chased away one of her friends, after all.

"You're right. That bad attitude of yours doesn't affect me that much." Neon's eyes narrowed. "But you're starting to affect other people now. You're pushing everyone away and insisting that you're fine, but no one's believing that for a second. You're just causing unnecessary drama. I'm getting sick of it. So, you're going to tell me what's wrong right now. No ifs ands or buts about it."

Yang shook her head, turning to walk back inside. "I'm not wasting my time here."

Suddenly, her path was blocked. In a rush of wind and multicolored light, Neon had placed herself in front of the door. "Like I said, you're not leaving until we work this out. Got it?"

"Get out of my way, Neon," Yang responded. She moved to walk around her, but the hyperactive skater just sidestepped to block her again. The same thing happened when Yang tried the other side.

Neon's face was devoid of cheer now. "You're gonna have to make me."

Yang's fist clenched. She tried to ignore the shaking in her left hand. "You don't want to do this."

"You know, part of me wants to agree with you," Neon said. "But a much bigger part of me has been itching for a rematch since the Vytal Festival."

The two locked eyes, each waiting for the other to make the first move. Despite Neon's comment, they both knew this would be anything but a friendly sparring match.

The battle began.

It was Yang who threw the first punch. Neon ducked under it. She turned around, used her hands to push off the ground, and kicked Yang with both legs. The blonde went rolling, only coming to a stop several feet away. Getting kicked by someone wearing normal shoes was painful, but getting kicked by someone in heavy roller skates felt twice as bad.

Yang rose to her feet, Neon following soon after. "This was your grand plan, huh?" Yang asked. "Beat me up until I say what's bothering me?"

"Talk is cheap," Neon said, getting out her nunchaku and laying one handle over her shoulder. "Besides, you're more of a physical person anyway."

Yang threw her arms behind her, letting out gunshots that propelled her forward. Neon leaned to the side to dodge the punch, spinning her nunchaku. Yang quickly blocked her face using both arms as Neon rained down a flurry of attacks. However, this left her midsection open for another kick. Yang slid back, but this time she managed to stay on her feet. She felt wind start to swirl around her and looked up. Neon was skating in circles around her, constantly building up speed and creating a wall of rainbow light around her opponent. Yang remembered what Neon told her about her Semblance, that she could constantly accelerate if she stayed in motion. She needed to find a way to stop her from moving, or at least slow her down.

She stumbled forward as Neon hit her back. Then she stumbled backward as she was hit in the face. Neon began striking Yang from all angles: front, back, sides, high and low. She appeared as little more than a beam of prismatic power zipping back and forth.

Yang turned around and punched, firing Ember Celica. Neon leapt over the gunshot with a flip, allowing it to pass by harmlessly and break the ground behind her. She landed square on Yang's shoulders and kicked off. Yang fell to her knees, staggering under so much downward force. She saw Neon stop in front of her out of the corner of her eye.

"Had enough?" Neon asked. In the rush of battle, her smile had returned.

Yang pumped her arms, reloading the guns in her gauntlets. "Not even close."

She stood up and fired again. The bullet passed harmlessly through Neon's afterimage as she sidestepped, making another crater behind her.

"Have it your way," Neon said. She bent her nunchaku with a small _crack, _and the weapon began glowing a bright yellow. She spun it in circles, making sparks and small arcs of lightning. "But you better not be shocked when I kick your butt."

She dashed forward, drawing her arm back for another attack, but this was a ruse. She easily did a spinning jump over Yang's head, allowing another gunshot to pass underneath her. As she passed over Yang's head, Neon smacked the nunchaku into her opponent's right shoulder. There was a satisfying _zap_, and Yang held her arm in surprise. A numbing sensation was passing down her high-tech prosthetic, which was going absolutely haywire. Her fingers were wiggling and bending out of control, the hand itself was spinning on her wrist, and the whole thing was vibrating non-stop.

"Ooo, didn't know your new arm could do that," Neon remarked with a mischievous smile as she slid to a stop. "Though I can definitely see why you wouldn't want to tell people about something so… risqué_._"

"It's not supposed to do that!" Yang shouted, frustratedly trying to keep her arm still.

"Don't worry, it'll wear off eventually," Neon said with a dismissive hand wave. "By the way, any chance you want to give up now?"

Yang responded by throwing a punch with her working arm. Neon roundhouse kicked the punch away, causing the ensuing gunshot to blast the ground apart next to her. The skater blinked in surprise even as the fight raged on. She had just realized what Yang was up to; she was creating rough terrain to make it more difficult for her to skate. Neon had to admit that was a clever move. After all, the only reason she had lost last time was because the battlefield hadn't been suited for people with wheels on their feet. But after years of experience skating around at the speed of sound, Neon had gotten used to situations just like this. She scanned the terrace, trying to work out a good path for her to take if she wanted to build up speed.

Neon smacked away another punch with one nunchaku strike, then pummeled Yang's left shoulder with another. Yang cursed as she stepped back, her left arm now going numb. Thankfully, the effect wasn't as drastic as with her metal arm, but now her two main methods of attack were severely weakened.

Neon leaned in close and gave a mocking grin. "Okay, how about now?"

Yang responded by headbutting Neon in the face. Neon lost her balance from the surprise attack. Her feet began slipping out from under her despite her best attempts to remain standing. This meant she was unprepared for Yang's next move. The blonde twisted her entire body around. Her right arm smashed into Neon's face. Since the prosthetic was still shaking and vibrating, it was quite the devastating attack. Neon's impact with the rock-hard ground was almost as painful as the blow that had caused it. She could feel her Aura beginning to give way already. Defense had never been her strong suit when it came to channeling Aura. She had always preferred to pour all of her energy into offense and overwhelm the enemy quickly.

Neon looked up. She ignored Yang marching up to her and looked past her at all the craters her opponent had made in the ground. Then her gaze raised a little higher to look at the railing that surrounded them.

"We're done here," Yang said. She began walking away. Her metal arm was regaining feeling now, and she could finally flex her fingers normally.

She looked up when Neon passed her again. She raised her right arm (the left was still recovering) but felt confusion when Neon seemed to ignore her.

Neon leapt up onto the railing. There was a sound of metal scraping against metal as she continued grinding on the rail. Her speed increased little by little as she went around the entire perimeter of the terrace.

"Never miss a beat, never miss a beat," she chanted to herself.

The temperature around Yang began to rise as her eyes turned crimson. She'd finish this with one blow.

When Neon had reached the end of the rail, she dove off and kicked off the wall above the terrace entrance. She flipped around with her foot pointed straight at Yang's face.

Yang raised her arm, her hair glowing with a golden light.

The two attacks met and the fight was over.

Yang fell to the ground, her yellow Aura flickering off. Neon didn't fare much better; she flipped through the air and fell on her back, her tail twitching at the failure of her own rainbow Aura.

The two just sat there for a moment, staring at the clouds as each tried to get their bearings and catch their breath. Every bone in their body ached and every one of their muscles felt like they had been stretched to their limit.

"Give… up?" Neon said between gasps.

Yang pushed herself to her feet. She held her left arm and slowly stumbled for the door. Neon rolled over and jumped up, moving to block Yang's path with a noticeable limp.

Yang sighed in defeat. "Alright. Fine." She leaned against the wall and slid down to a sitting position. Neon simply fell next to her, crossing her legs.

"So," Neon said. "Tell me what's up."

Yang gave a weak punch to the ground in front of her.

"How much do you know about Blake?"

"Your other teammate? Ruby and Weiss told me about her," Neon said. "I also listened in on your conversation this morning. You really snapped at them."

"I know she's our teammate but I'm not just going to change my mind." Yang glared at her metal arm.

"You don't have to change your mind," Neon replied. "You just can't drag others down with you."

"You say that like it's easy," Yang said. "I don't think you get it. You're always happy and energetic, constantly surrounded by people who want to be friends with you. You don't know what it's like to be left." She took a deep breath. "My mom _left_. Ruby's mom left too. My dad was always busy with school and Ruby couldn't even talk yet. _I _had to pick up the pieces. _I _had to keep things together. Alone."

"So that's it?" Neon asked, turning to her with exasperation. "Belladonna left the team. Left _you_, even. That's what's getting you down?"

"Is that really so hard to believe?" Yang asked.

"Yes." Neon frowned. "Because if you're going to let one little heartbreak rule your whole life, then you're not the same tough girl I fought at the Vytal Festival."

"You're right," Yang said. "I'm not the same. I've changed."

"But you don't have to," Neon said. "You can change, but you can still be Yang. You can still make jokes and have fun."

"That's kind of hard to imagine right now, Neon," Yang said.

"It's easy if you try," Neon replied immediately.

"How can you say that?" Yang demanded, getting her bravado back. "How can you sit there and judge me when you're surrounded by people who can't get enough of you? What do you know about loneliness?"

"I know more than you think I do, Xiao Long!" Neon snapped at her with clenched fists.

Yang was taken aback. Neon closed her eyes and took a deep breath through her nose.

"When I was little, I told everyone around me that I wanted to be a Huntress, just like my old man," Neon said. "No one took me seriously because I was a Faunus living in Atlas. What could I ever hope to achieve? But I still told everyone who listened that my dad was the coolest and I wanted to grow up to be just like him." She opened her eyes and looked at the ground. "He went off on a mission one day. It was supposed to be routine, but things got out of hand. He didn't come back." She gave Yang a meaningful look. "But hey, his line of work was dangerous. I should've seen something like that coming, right?"

Yang's heart sank, and she looked away guiltily.

"I was devastated," Neon continued. "Here I was, idolizing my father and then the universe slapped me in the face by getting rid of him. I shut myself in my room and wouldn't come out. My mom brought me meals and tried to talk to me about it, but I pushed her away. I just wanted to sit there and wallow in my grief, pissed at the world for being so unfair. And you know what? I probably would have stayed there, sitting on my bed and staring out at the street my whole life if things went differently.

"Then, one little wannabe street performer decided to park it right outside my window. He'd play trumpet for anyone who'd listen, even took his hat off sometimes so people could throw some Lien in it when they passed. It pissed me off to no end. I didn't want to listen to him bring joy to people. How could anyone stand to be happy with my dad gone? But the guy just kept arriving to play, day in and day out. And the more I heard of his music, the more I wanted to go down there and give him a piece of my mind."

If Neon closed her eyes and listened hard enough, she could still hear the jazz music that had changed her life.

* * *

_Neon was so close now._

_She had long since given up trying to tune out the trumpet player. It didn't matter if she pressed pillows into her ears, that music wouldn't leave her head. Eventually, she had to accept defeat and began listening. She had to admit, whoever it was down there was quite the musician. It sounded like he was pouring his heart and soul into every note. It was almost enough to rouse her from her grief-induced funk. Almost._

_Over the course of a week, she drew closer to him. On the first day, she opened her window just a crack to let the music in. On the second day, she opened the window all the way, long since used to the cold Atlas air. On the third day, she climbed out onto the fire escape and tried to get a glimpse of the musician through the grate. On the fourth day, she climbed down to the floor below her. On the fifth day, she climbed down another floor. The same thing happened on the sixth._

_On this, the seventh and final day, she had gotten down to ground level and could finally get a good look at the street performer. To her surprise, he was a boy that looked to be about her age. He was dressed to be the epitome of suave and cool in a vest, dress shirt untucked from his black pants, and shiny silver dress shoes. Everything about him from the rectangular sunglasses over his eyes to the fedora on his head to the tie hanging loose around his collar broadcast to everyone who saw him that he looked cool without even trying._

_Neon hated him all the more for it. How could anyone stand to be so carefree and jovial when she was feeling so down?_

_When the boy finished his song, he lowered the silver-colored trumpet from his lips and grinned at Neon, who was sitting some distance away. "So, what do you think?"_

"_I think I want you to leave," Neon deadpanned. _

_The boy tilted his head. "Really? Was I that bad?"_

"_No, I just don't want to hear you playing anymore," Neon replied._

"_Why's that?" the boy asked, sitting down next to her._

_Neon glared at him. That stupid grin wasn't leaving his face. "My dad died."_

_The boy took his hat off, revealing black hair shaved almost completely off. "Sorry to hear that. So, why do you want me to leave?"_

_Neon's scowl deepened. "I just told you."_

"_No, you told me why you're feeling all grumpy," the boy argued. "What's that got to do with my music?"_

_Neon's frown deepened. "Why do you have to play _here?_ Why not somewhere else?"_

"_Well, my place is just across the street." The boy nodded in that direction. There was a shop on the street corner with a sign that read "Dust to Dust." "That's my dad's shop. He said I could play outside, but not to go too far away."_

"_So why don't you just play music in front of the shop, then?" Neon asked._

_The boy shifted uncomfortably. "I don't really want to."_

"_Why not?" Neon asked._

_The musician took his sunglasses off, hanging them on his shirt collar and revealing brown eyes filled with worry. "I don't wanna see those SDC guys again."_

"_Who?"_

"_Some representatives from the Schnee Dust Company." He said the name of the biggest Dust distributor in the world as if it were a string of curse words. "They want my dad's shop cause there's a lot of foot traffic around here. I overheard my dad talking with one of them. I didn't understand all the business talk, but apparently my family doesn't have enough money to keep the place. I thought maybe if I got some money from playing in the streets I could help, but…" He sighed and pulled out a fistful of Lien notes from his pocket. "There's no way this'll be enough."_

_Neon's expression softened somewhat. "My dad was a Huntsman. He did a job for the SDC and that's how he died."_

_The boy's smile returned, immediately making Neon's blood boil again. "Guess we've both got reasons for hating them, huh? At least we've got that in common."_

"_How can you be so happy?" Neon asked. "How can you play music like nothing's wrong when you know that bad stuff is going on with your dad?"_

_The boy shrugged. "Music helps me feel better. Just because bad stuff happens doesn't mean I have to stop playing."_

_Neon blinked. She had never thought of it that way._

"_Oh man, my mom would yell at me for being rude," the boy said with a small laugh. He held out his hand to shake. "My name's Flynt Coal."_

_Neon looked at his hand warily, as if it might explode. After a few moments, she reached out and took it. "Neon Katt."_

* * *

Neon opened her eyes. "I know what I went through doesn't really compare to your experiences. After all, I only lost my dad once. You had to go through the pain of losing your mom twice. But I got through it all because I had people to help me. I wouldn't be sitting here with you today if I kept shutting everyone out."

Neon gave Yang a sad look. "I'm not saying you have to get better in a day. I know it's not that easy. All I'm saying is just because bad things happen, you don't need to lose sight of who you are as a result. No one is asking you to forget what happened. But I'm asking you to stop pushing everyone away before it's too late."

Yang took a deep breath. "I still don't get why Blake had to run away. We were here for her. She didn't have to be alone, but she left anyway."

Neon put a hand on Yang's shoulder. "Your friends told me a little about her. Based on what I heard, she had a pretty tough life. She only started opening up to people when she met you guys. Then the Fall of Beacon happened. You got hurt and it hurt her too. If I'm guessing correctly, she probably took that as a sign from the universe that she wasn't allowed to be happy without putting people in danger. Why _wouldn't _she run away at that point?"

"She didn't have to, though," Yang said. "No one blamed her for anything."

"I'm willing to bet there's one person who did," Neon said.

"Who's that?" asked Yang.

"Herself."

The two of them sat there for a moment, watching the clouds slowly float across the sky.

"What if she doesn't come back?" Yang asked. "What if I never see her again?"

"Then obviously she's not a very good friend," Neon replied without missing a beat.

Yang lightly punched her rival's shoulder, unable to muster up the strength for anything more damaging. "Don't talk about her like that."

Neon laughed. "Guess you can't be that mad at her if you're willing to defend her like that."

"I'm still mad," Yang argued, bringing herself to give a small smile. "But you're right. I don't have to forgive her in a day, but I don't have to drag everyone else down with me."

"WHAT DID YOU TWO DO?!"

They both cringed at the high-pitched scream of rage from the entrance right next to them. They turned to see Weiss standing there, looking at the terrace with utmost horror. Ruby was with her, her eyes the size of dinner plates.

"This place is a mess!" Weiss shouted. "How is this 'working things out?!'"

The two combatants finally took a moment to survey the collateral damage and both of them cringed again. There were several smoking craters in the stone floor of the terrace. Above them, the wall was cracked slightly from where Neon had kicked off it. There were very noticeable scratch marks on the railing from where she had been grinding.

The skater gave a nervous laugh. "No need to get Ne-_on _our case about it, Ice Queen."

Yang's smile returned. "Yeah, we just got a little _Yangry_, that's all."

Both of them burst out laughing. "That's more like it!" Neon cheered.

Weiss watched them laugh and shook her head in exasperation. "I can't believe those two."

"So, uh," Ruby said, "who's gonna tell Qrow?"

Yang and Neon immediately stopped laughing, eyes filled with dread.

* * *

"… And that concludes my summary of the events up to this point," Penny said.

She had long since finished working on Bumblebee. Her fuel tank was full, her tires were full, and she was polished until she gleamed. Penny herself was covered in grease, but she didn't seem to mind. In fact, she looked even happier than when she had first arrived at the repair shop. She was now tinkering with her backpack, a pile of yellow Dust crystals sitting next to it on the workbench.

"Looking back on everything has really given me a whole new perspective on mine and Neo's relationship," Penny said. "In retrospective, I can tell that she did not particularly enjoy our early moments together. But I can also tell that she warmed up to me over time. My research into the nature of friendship and the intricacies of human interaction continues to fascinate me."

Penny stopped tinkering with Crickette and looked to the ceiling in thoguht. Then she nodded. "It's decided. Neo is not a bad person. If we ever cross paths again, I'll be sure to welcome her with open arms. I don't have to forget all the bad things she's done, but I can still be her friend if she would have me. Even after her explanation, I don't completely understand her reasons for what she did. But I can still be –"

The door to the room suddenly burst open and Yang and Neon both rushed inside. They slammed the door behind them and looked at Penny in a panic.

"Penny! We need to hide from my Uncle Qrow!" Yang yelled.

Penny looked at them in confusion. "What are you talking about?"

"We blew up the terrace!" Neon shouted.

Penny stared at them for a moment. Then she turned back to the camera. "A prime example of humans that cannot be understood, but can still be befriended."

"Penny! Hurry up!" Yang yelled impatiently.

Penny suddenly got caught up in their panic and fumbled with the Scroll. "This is Penny Polendina, signing off!"

* * *

Doctor Watts leaned back in his seat, sighing with relief that the meeting was finally over. He could finally return to base and be rid of Cinder Fall and her tagalongs, at least for a while. He relished in the silence of the empty Bullhead, content that the Fall Maiden was Raven's problem for the moment.

It wasn't that he hated Cinder. He was just annoyed that Salem was blatantly playing favorites with the young woman. Yes, it was quite impressive how she had disposed of Ozpin and obtained the full power of the Fall Maiden, but his own work was completely overshadowed as a result. Who was it that created the Checkmate Virus, which had been essential in hacking into Ironwood's toys? Who was it that had persuaded Lionheart to their side? He had joined Salem's faction with the promise that his genius would be recognized when the witch got what she wanted, not so that he could play second fiddle to her favorite pawn.

He might not have been so angry about it if Cinder wasn't so obviously trying to imitate Salem like a child would her own mother. Cinder might have believed she had masterfully played Raven into her own hands, but the truth was that Raven was getting more out of this deal than Salem would. A confrontation with Qrow Branwen threw all her plans in the mud, especially now that he would be getting a surplus of backup.

He heard a sound behind him like the clicking of mandibles.

"Yes, yes, just a moment," he said, turning his seat around. A Seer Grimm was floating behind him. Most would find it to be quite unnerving; a black jellyfish-like creature with barbed tentacles would be incredibly out of place in any environment. But Arthur had seen much worse in his time at Salem's domain. He was more fascinated by the creature than anything else.

He beckoned the thing closer and it obliged. The surface of its domed head became transparent, allowing Arthur to see the dark red smoke within. After a moment, the smoke cleared, revealing an image of his master. She was in the usual meeting hall of her castle, giving him an impatient look.

"Report," Salem said, her voice sounding like it was being filtered through a loudspeaker.

"Raven Branwen and the Spring Maiden have agreed to aid us in retrieving the Relic of Knowledge," Watts said. "The heist will proceed in two days' time, as we discussed."

Salem gave a small smile. From anyone else, it would put Arthur's mind at ease. But Salem's smile looked more like a Beowolf baring its fangs at helpless prey: hungry. "Excellent work, Arthur."

Watts cleared his throat. "There are a few snags, however."

Salem's smile immediately faded. Arthur wasn't sure if this made him feel better or worse. "Go on."

"Raven only agreed to the deal if we organized an ambush for Qrow Branwen on the night of the heist," Watts elaborated. "What's more, he has apparently added four more students to his merry band since Tyrian's last encounter with him."

Salem hummed to herself, sounding like she had just discovered her meal was undercooked. "Did she explain how she knew this?"

"Unfortunately, no," Watts said. "I suspect she may have had something to do with Qrow's reinforcements, though I can't be certain of anything."

Salem looked to something out of Watts's field of vision, nodding to herself. "It will be more difficult than anticipated, of that we can be certain. But, if events proceed as planned, we can… how does the phrase go again?" She gave that horrible predatorial smile again. "Kill two birds with one stone?" Her smile faded. "Still, if what Raven says is true, I fear that Hazel and the White Fang won't be enough to aid Cinder should things go awry. Arthur, you will accompany her to Haven."

Watts blinked in surprise. "Me, your grace? Surely Tyrian would be better suited for something like this?"

"Unfortunately, he is still recovering from his injury," Salem said. "He needs more time to adjust to his new tail. You are the only other person we can spare right now."

Watts was tempted to protest, but then he saw the glare Salem was giving him. It was as if she was daring him to speak up, just to give her an excuse to punish him. After a moment's hesitation, he nodded. "Very well. As you command, your grace."

"Excellent," Salem said. "I look forward to good news upon your return."

With that, her image in the Seer was obscured by smoke again, and the Grimm floated away. Watts sighed to himself, rubbing his temples.

"So much for peace and quiet," he mumbled.

* * *

**A/N: We're getting closer and closer to the grand finale! I know I'm excited!**

**I cut out most of Penny's recollection of previous events because I don't want you guys to sit there listening to someone explain stuff you already know. Her inner conflict was interesting to think about, and write about for that matter. **

**The majority of my effort went into Yang vs. Neon Round 2. Action scenes aren't exactly my forte (the Battle of Haven is going to be a nightmare for me, I can already tell) but I did my best to do this grudge match justice. It also gave me an excuse to flesh out Neon's character a bit more. I was afraid that she would become a Sonic stand-in and nothing more, so I wanted to give her something to make her stand out on her own.**

**One more player has been added to the upcoming confrontation for the Relic of Knowledge! After all, I need to give everyone a set opponent, and they were already stretched thin with the canon participants.**

**As always, leave a review and tell me what you think of the story so far!**

**Next time: The heroes' meeting with Lionheart is fast approaching, but little do they know the nasty surprise awaiting them. In the meantime, someone else arrives in Anima with orders to save two lives from the violence soon to follow.**


	14. Chapter 13: Retrieve

**Review Responses**

**merendinoemiliano: I believe I covered this in an earlier chapter, but I'll go into more detail here. In this story, Atlas has an array of undercover agents, each stationed at strategic points in each kingdom. If they see anything that needs reporting to the General (like, say, a dangerous criminal on the loose that was once thought dead), they will relay the message back to Ironwood. For example, if someone in Haven had something to report, then they would call someone near Lake Matsu, who would then call someone in Argus, who would then relay the message back to Atlas. Thus, by a series of short-range communications, they are able to work around the fact that they can't call anyone across continents. I hope that clears things up a bit.**

**3-13 Sniper: Gotta love how my Sonic references have become so subtle that even I don't notice them until they're pointed out to me. I'm amazed that basic competency has become something extraordinary to see on this website. But I don't want to be competent, I want to be entertaining, so I'm glad I'm succeeding on that front at least.**

**I think my biggest issue with the Volume 5 Finale was how incredibly rushed it was. They had to cram all those fights into four episodes, each of which were 10-20 minutes in length except for the finale which was closer to 25 minutes. Plus, they kept cutting away when we got to a fight that we actually wanted to see. Qrow vs Raven, Oscar vs Lionheart, Jaune vs Cinder, _anything _that Emerald and Mercury were involved in, all of that got shelved. I suppose that's one advantage I have over a big-budget show like RWBY: I'm not limited to an arbitrary amount of chapters the same way they can only have 14 episodes a season. **

**Combine117: You know it.**

**Guest: Penny can't talk to the arm because while it's made of mechanical parts, it's technically a part of a living being, so her Semblance won't activate for it. The same would apply to Ironwood's arm or Mercury's legs or Maria's eyes: they're machines, yes, but they're encompassed by a living thing's Aura. Good idea for a name, though. Also, I think Neon's just too stubborn for something like that to work. She'd probably just do the impossible anyway just to rub it in Watts's face.**

**CrazyNuiHarimeFan86: I do have a few ideas for ships. Whether they see the light of day remains to be seen. I'm leaning more towards not bringing ships between canon characters into this, because I feel it would take focus away from the main adventure.**

**Kumajiro: It's crazy how few and far between Penny revival fics are that take place before Volume 7. Even most fanart I see of this situation takes place in Atlas.**

**Sorry for the long responses, but I wanted to answer these questions in depth.**

* * *

Cordovin smiled with satisfaction from her seat in the control center of the Argus military base. It was full of monitors, some showing radar of the nearby seas, still others displaying data on various subjects. On the back wall was an array of larger screens, these showing security camera footage of the base itself. People were either seated at the screens to watch or running around to carry out one task or other. Even if it was late at night, the base was busy as ever, and that was exactly as Cordovin liked it.

Things had been quiet for the past month or so. Argus had seen plenty of traffic this year, as the city's military base was the last stop for many Atlas armed forces recalled from Mistral before heading to the glorious kingdom itself. It had filled Cordovin with a sense of pride that things had gone so smoothly under her watchful eye. It had only served as further evidence that she was more than qualified to watch over Argus, the last bastion of Atlesian influence in the world outside the kingdom. Now that all troops had returned to the homeland, the city had mellowed out considerably.

Others might have scoffed at her position as nothing more than a dead-end job, somewhere to put those who couldn't be useful anywhere else. But Cordovin was under no such illusions. She knew her place. After all, if she didn't protect Argus, then who would? Certainly not Specialist Schnee, that arrogant brat. She might have renounced her family inheritance, but then why bother keeping the name if that were the case? Like any other rich brat in Atlas, Winter would probably turn her nose up at the prospect of the city's common people depending on her. But not Cordovin. She understood the importance of this assignment. If this was what the General deemed her duty to be, then by the gods, she would carry it out to the best of her ability.

"Specialist Cordovin, we're picking up something approaching on radar."

Cordovin frowned at the soldier who had interrupted her train of thought. "What is it?"

"It appears to be one of our own, sir," the soldier responded. He leaned in closer to his screen. "Incoming transmission from the aircraft."

Cordovin pondered the predicament. She hadn't been expecting any visitors today, and certainly not any from the homeland. The worst case she could come up with was that a bunch of rogues had commandeered an Atlesian aircraft and were trying to infiltrate the city. She shrugged. If that was the case, they wouldn't be accomplishing much. They were approaching one of the most heavily armed military installations in the world. What could one ship accomplish?

But, Cordovin reminded herself, reasoning like that had led to the downfall of many a great military mind. She would not fall victim to complacency, so she remained wary.

"Put it on screen," she commanded. After a few taps on the keyboard, the soldier looked to the large screen on the far wall, as did everyone else.

Suddenly, where once there had been footage of the landing area, there was now the face of a young man with rectangular sunglasses, a fedora, and a tie hanging loose around his collar.

"This is Flynt Coal, student of Atlas Huntsman Academy," he said with a salute. "I am reporting from the deck of a Manta, accompanied by my two pilots. I am here on special orders from General Ironwood and Dr. Polendina. My landing code is E-102-G. Requesting permission to land and speak with Specialist Cordovin."

Cordovin crossed her arms. "This is Specialist Cordovin. Please clarify and explain what your orders are."

"With all due respect, sir," Flynt said, "it would be simpler if I told you in person."

"His landing code checks out, sir," one of the soldiers said.

Cordovin narrowed her eyes. "Very well. We shall clear the landing area for you. But know that if this is a ruse and you have malicious intent, you will have no chance of escape. Everyone here is primed for battle at a moment's notice."

_Just as paranoid as the Doc said she'd be,_ Flynt thought to himself. Out loud, he said, "Acknowledged." The transmission was cut off.

* * *

A few minutes later, Cordovin was on the landing pad, flanked by two bodyguards and watching the skies. The half moon was near its peak by now, though most of the stars were covered by clouds. She could see the lights of the incoming Manta drawing closer by the second. In no time, the air was filled with the roar of engines as the aircraft slowly descended to the ground.

The side doors slid open and Flynt hopped out. He was carrying a case in his right hand and had something clutched in his left fist. Cordovin sized him up, taking in his formal yet informal attire (formal in the sense that he was wearing dress clothes yet informal in the sense that his shirt wasn't even tucked in and his tie wasn't even tied).

"Don't students have a uniform?" Cordovin asked with a sneer.

"We do," Flynt said. "We are required to wear it. At the Academy."

Cordovin decided to cut the empty talk. "What are your orders?"

"I'm on a retrieval mission," Flynt explained. "Dr. Polendina has assigned me to rendezvous with his daughter, Penny, and bring her back to Atlas."

"Penny Polendina?" Cordovin asked with skepticism. "The same Penny Polendina that met an untimely demise at the Vytal Festival?"

"Yeah, guess the Doc rebuilt her," Flynt said. "Cause, you know, the whole robot thing."

Cordovin's frown deepened upon hearing Flynt's casual speech patterns. "If you are telling the truth, then surely you have some proof that you are who you say you are. Would you care to produce it?"

"The Doc thought you might say something like that." Flynt offered what was held in his left hand. "So, he told me to give you this."

Cordovin peered at the object in Flynt's hand. It was a small circle of metal with a single button in the middle. "And how do you expect me to know that this isn't a bomb? Or perhaps a toxic gas canister?"

Flynt suppressed a sigh. She was _even more _paranoid than the Doctor had said. Nevertheless, he drew the device closer and pressed the button. In a flash of blue light, a holographic projection of Dr. Polendina's head was floating above the device.

"Specialist Cordovin," the Doctor said, his voice filtered through the machine, "this is a recorded message from myself to you. If you are listening to this, then Flynt Coal has arrived safely. This is a message strictly for you and no one else. I will now give you a moment to ensure you are alone."

Flynt offered the device to Cordovin, who finally took it. Flynt then walked back into the Manta, laying his case on the floor and opening it. Cordovin nodded to her bodyguards, and they joined Flynt out of earshot of the message.

"As Mr. Coal may have told you by now," Marion continued, "my daughter, Penny, is very much alive, though at the cost of all her memory of the events preceding her death. She left home a week ago to find a way to restore her memory. Mr. Coal's mission is to rendezvous with her and bring her back to Atlas.

"You are no doubt wondering why I didn't feel the need to recall her earlier. My reason for doing this now is also the reason why I told you to listen to this recording alone." He paused. It was difficult to tell from a holographic projection, but Cordovin was willing to bet that he was apprehensive. "New information has surfaced regarding the outside world. One of our undercover agents has reported that Arthur Watts is alive and travelling Mistral for unknown reasons."

Cordovin's eyebrows shot up at that. Watts was one of the most dangerous criminals to ever grace Atlas with his presence. But that was decades ago! Surely the man would have died of old age by now?

"I know it may sound hard to believe," Marion said. "Frankly, I had convinced myself that Arthur was dead for a while. But even if our agent turns out to be mistaken and this was all one big false alarm, I don't want to take the chance that he really is out there. If he finds Penny and learns what she is and what she can do… I fear she may never see the light of day again.

"That is why I am asking you to assist Mr. Coal in any way you can. At the very least, offer an armed guard to accompany him. Undercover agents have spotted Penny near Haven Academy, so it will be a short trip. I understand that you are under a lot of pressure, being the protector of Argus and all, but I'm sure you can spare a few soldiers, yes?

"I shouldn't need to remind you that any information on Watts outside of his appearance and capabilities is highly classified and on a strict need-to-know basis. Right now, Mr. Coal does not need to know. All I have told him is that Watts is a dangerous criminal that could pose a threat to Penny and he needs to rescue her as soon as possible.

"Thank you in advance for your help," Marion said. "This is Dr. Polendina, signing off."

The projection cut out and Cordovin was left with her thoughts.

Penny Polendina was alive? Arthur Watts was running amok? This was certainly not what she had expected to hear when she woke up this morning. Nevertheless, she had new orders, and she would have to carry them out no matter what.

Cordovin walked up to Flynt's Manta. Now that she was no longer focused on Marion's voice, she noticed something else: trumpet music. Flynt had a silver trumpet pressed to his mouth and was filling the base with his jazz. In addition to Cordovin's bodyguards, a few more soldiers had stopped what they were doing and were listening to the student's music. Cordovin entered the Manta and watched for a moment.

As Flynt played, his mind began to wander. He knew that Neon was with Penny at this point. Was she doing alright? And what about the Schnee girl? And who was this Watts guy really?

He began to think back on his briefing earlier that day, the event that had sparked his worry for his partner…

* * *

_The door to Ironwood's office opened and Flynt walked in. He rose to attention and gave a salute to the room's occupants. "Flynt Coal reporting for duty, sirs!" _

"_At ease," Ironwood said, motioning for him to sit down. Dr. Polendina was sitting next to him, tapping his finger on the desk._

"_Is this about Neon?" Flynt asked immediately._

"_My, my," Marion said, "we certainly know where his priorities lie."_

"_With all due respect, Doctor," Flynt said, "why else would you call me here?"_

"_It is true that your teammate has a part in what we would like to discuss, Mr. Coal," Ironwood interjected. "However, she is not the main focus."_

"_It's about my daughter," Marion said, interrupting Ironwood before he could continue. "We believe she is in grave danger."_

_Flynt's eyebrows furrowed. He remembered Neon explaining that her mission was to spy on Penny/ensure her safety. Knowing her, she had probably dispensed with the spying by now and was probably best friends with the android. But if things had changed and the Doctor felt that Neon wasn't enough, that made him a bit worried. "What kind of danger?"_

"_We have recently received intelligence from our undercover agents in Mistral," Ironwood said, watching Marion carefully in case he decided to interrupt again. "There is a dangerous criminal in that kingdom, and we believe he may pose a threat to Miss Polendina."_

"_What's his name?" Flynt asked._

_Marion took a deep breath. It looked as if it was causing him physical pain to say what was on his mind. "Arthur Watts."_

_Flynt raised an eyebrow. "If he's so dangerous, how come I've never heard of him?"_

"_Up until now, we assumed him to be dead," Marion replied. "His existence is not common knowledge." He closed his eyes. "And those who do know of him would prefer to forget he ever existed."_

"_What the Doctor is _trying _to say," Ironwood said with a stern gaze to his friend, "is that information on Arthur Watts is highly classified and is not given out lightly."_

_Marion seemed to realize what he was doing and suddenly looked a little nervous. "Uh, yes. Sorry, General."_

_Flynt frowned. "Classified," he had learned, was military code for "you're not important enough to know this information for vague reasons, so don't ask."_

"_Fine, I get it," Flynt said. "Can you at least tell me _why _he's so dangerous?"_

"_A comprehensive explanation of his abilities would take time," Ironwood explained. "We will give you a more in-depth explanation when you are ready to depart."_

_Flynt sighed. "Alright. So, what? I go find Penny Polendina, bring her back here? What about my partner? Or Schnee? I know she was with them too."_

"_Explain the situation to Miss Katt," Ironwood said. "Perhaps she can help you in convincing Penny to come back with you." He scowled. "As for Miss Schnee, I'm afraid her father has made it abundantly clear to us that he couldn't care less if she returned or not. If you brought Weiss back, she may very well have no home to return to. And even if I offered, I doubt she would be content with life here at the Academy."_

_Flynt's expression softened somewhat. He hadn't liked Schnee before the Vytal Festival, but he had developed a certain amount of respect for the heiress after her and Yang Xiao Long's victory against him and Neon. He hadn't realized her situation was so rough, and he felt empathy for her. _

_Then he realized something. "Back up. You think Penny will need convincing?"_

_Marion began tapping his finger on the desk again. "I fear that she may have gotten so attached to her old friends that it will be difficult for her to agree to come back."_

"_And what if no amount of convincing will work?" Flynt asked, crossing his arms. "What if we have to use force?"_

_The General looked to Marion for the answer. This was the Doctor's child they were talking about, after all. Marion's turmoil was clearly defined on his face. He took a shaky breath. "You may use a show of force _only _as a last resort. I want you to bring Penny back, but not in pieces. Understand me?"_

"_Yes, sir," Flynt said without hesitation._

"_Are you sure?" Marion leaned closer and Flynt blinked in surprise. The Mad Genius's eyes were filled with more intensity than the student had expected in such an old man. "Because I want to be _absolutely_ sure you understand that if you bring grievous injury to my daughter, it will be on _your _head."_

_Flynt swallowed nervously. "I understand, Dr. Polendina."_

_The Doctor nodded with satisfaction, leaning back in his chair._

"_Return to your dorm and prepare to move out," Ironwood said. "Meet us in Hangar Bay 2, and we will provide you with further details there."_

"_Yes, sir," Flynt said. He saluted and got out of his chair. He glanced behind him and noticed that Marion was looking at him impatiently, as if he was silently begging the boy to get out of the room faster._

_Flynt exited the office and closed the door behind him. On a whim, he pressed his ear to the door and listened carefully._

"_Marion," he heard the General say. "Are you sure you're okay with this?"_

"_Of course I'm not okay with it, James!" came the angry reply. "I'd sooner kill myself than wish harm on my little miracle! But…" There was a frustrated groan. "If it's to protect her from even greater harm, then I have no choice in the matter, do I? I can't lose her again! I can't…" Flynt's eyes widened as he heard sobbing from the other end. _

_He quickly made his way back to his room. He had heard enough._

* * *

Flynt finished his song, and the small congregation of soldiers clapped for him. It was almost enough to cheer him up after thinking back on such a sad memory.

"Yes, yes, quite impressive," Cordovin said. "All of you, back to work!"

The soldiers had the easily recognizable reaction of panic after their commanding officer caught them slacking. Cordovin's bodyguards went back to standing behind her while everyone else returned to what they had previously been doing.

Flynt started putting away his instrument while Cordovin gave him a small smile. "I meant what I said. You have some talent. What's such a promising musician doing at a Huntsman Academy?"

Flynt took his sunglasses off, allowing Cordovin to see the wistful and nostalgic look in his eyes. "Let's just say that I've got more important things to worry about than music."

Cordovin inspected Flynt further, trying to gauge what he was thinking. Then she nodded. "I will aid you in your mission. I will have your Manta refueled and give you a small handful of my men to assist you. Other than that, though, you're on your own."

Flynt nodded. "That'll be more than enough, thanks. You sure you don't wanna come with me? It'll probably be more fun than being stuck here day in and day out."

Cordovin frowned. "If I were 'stuck' here, that would imply that I don't want to be here. I can assure you that I enjoy every day of my service at Argus."

"Really?" Flynt asked curiously.

"Yes," Cordovin said, standing up a little straighter. "You have your duty, I have mine. You must retrieve Penny Polendina, I must protect this city. We each have our missions to carry out, and we must do so flawlessly." She turned and began walking away, her bodyguards hurrying after her. "My life is complete as long as I can carry out my duty."

"Very impressive, sir!" one of her bodyguards shouted, causing Flynt to flinch.

"You're an inspiration, sir!" the other one said just as loudly.

"Yes, thank you boys," Cordovin said. It was blatantly obvious even to her that they were trying to flatter their commanding officer, but she was not one to turn down praise.

Flynt shook his head. "What have I gotten myself into?"

Once they were out of earshot of the trumpet player, Cordovin turned to one of her bodyguards. "Have Squad Gamma report to the command center." When they arrived, she would order them to capture Polendina as quickly as they could, by any means necessary. She would not have the base understaffed even for a few days if she could help it.

* * *

Penny lifted the welding goggles off her face and inspected the wheels on Neon's skates. She nodded with satisfaction. "All done!"

"Finally!" Neon shouted. She was curled in a ball on the chair, staring at the ground warily. It was as if she was afraid her bare feet would spontaneously combust if they touched the ground without her precious wheeled footwear.

They were back in the repair shop where Penny had been working on Bumblebee two days prior. Yang had agreed to allow her to store the motorcycle there for now, since the terrace wasn't exactly the best place to keep it anymore. That, and Qrow had taken away her keys and refused to let her ride the vehicle "for the foreseeable future" as punishment for riddling said terrace with craters. He had also forced her and Neon to each pay for half of the damages their little spat had caused, threatening to leave bird droppings of "mysterious origin" in their pillows. The girls weren't entirely sure if he was being serious, but they did as they were told rather than risk his drunken avian wrath.

Today, Neon and Penny had decided to spend some time tinkering with their gear before their scheduled meeting with Lionheart that night. Or, to be more accurate, _Penny _wanted to spend some time tinkering with _Neon's _gear, claiming that she had a "brilliant moment of inspiration!" Ruby had voiced concern that they would get so caught up in their fun that they would miss the meeting altogether, but Neon had brushed that aside. "If we don't make it back in time, you can just go without us!" the skater had said. "Besides, I can't sit still for those sorts of things anyway." Penny had agreed with Neon on both counts, and that had seemed to placate Ruby.

"So, what's this 'inspirational idea' of yours?" Neon asked, looking at the skates longingly.

"I've fixed your wheels so that they can spin faster!" Penny said excitedly. "And I added this!"

She picked up one of the skates and hit the workbench with the front of them. The wheels began spinning on their own for a few seconds, then gradually slowed to a stop.

"Now you can have a greater starting velocity, letting you reach your top speed in a more timely fashion!" Penny explained.

Neon started grinning. "Pretty cool, Metalhead! Now can I _please _put them back on my feet?"

Penny nodded, handing the skates back to their owner. She was startled a bit when Neon quickly snatched them out of her hands and began hurriedly putting them back on.

"If you don't mind me asking," Penny said, "why are you so attached to such impractical footwear?"

Neon finished donning her skates and slid them against the ground. She smiled in satisfaction when she stood up and began rolling around the room. She slid to a stop and gave Penny a confused look. "What do you mean 'impractical?'"

"Having wheels on your feet would only be practical in a city, where the roads are paved and smooth," Penny said. "In any place with rougher terrain, you would be hampered severely and be at great risk of bodily harm. So why do you wear roller skates if that's the case?"

Neon sat back down, and Penny followed suit soon after pulling up her own chair. "Remember the other day when I told you that I was acting a lot like Yang when my dad died? How I felt miserable and mad at the whole world?"

"Yes, I recall," Penny said. "You said that after you burst into this very room and exclaimed that you had blown up the terrace."

"Let's not dwell on that last part, okay?" Neon asked. "The point is that I got out of my funk because I had friends to help me through it all. It was one of them that suggested I pick up a hobby just so I had something to do, so I learned how to roller skate."

"I see," Penny said with fascination. "I imagine it must have been very easy for you judging by how good you are now."

"Not really," Neon confessed. She laughed. "I was actually pretty sucky at it when I first started. I would come home every day covered in bruises from falling down constantly. My mom got super pissed one time when I came home with a broken nose. But I've always been pretty stubborn, so I just kept at it until I got good. I think I had just started my first year at Atlas Academy when I noticed that skating felt easier than walking."

"Who was it who suggested you learn skating?" Penny asked.

Before Neon could answer, her Scroll began to ring. Her eyebrows furrowed as she pulled the device out of her small handbag. Her eyes widened when she saw the caller ID.

"No way!" she shouted.

"Who is it?" Penny asked.

Neon answered the Scroll. "Flynt?! Oh my gosh, it's been like forever!"

Penny's eyebrows raised. She had heard Neon talk about her partner on occasion.

"Aw, thanks! It's good to hear your voice too!" Neon said. Then she blinked. "Wait a minute, you can't be calling me all the way from Atlas with the CCT network down." She gasped excitedly. "Are you in Mistral right now?!" She paused, her excitement giving way to confusion. "Uh huh? Okay…" Another pause. "Sure, I can bring her. But why?" Pause. "Well, okay. Way to be mysterious all of a sudden. Okay, I'll see you then!" She hung up the Scroll.

"Your partner is in Mistral?" Penny asked.

"Better yet, he's in the city!" Neon said. Without warning, she leapt to her feet and began skating around the room again. "He wants to meet us in right now! Oh man, I miss him and the guys so much."

Penny could easily assume that by "the guys," she meant her other team members. "Us?" she asked. "You mean he wants to meet me too?"

"Yeah, not sure why he specifically meant you too," she said. "He said he'd explain everything when we met up with him."

Penny frowned. "Do you think we should be more cautious?" Penny asked. "It seems rather strange that he would suddenly show up now."

"Oh, don't be such a worrywart, Metalhead!" Neon said with a dismissive hand wave. "I know him, he's too chillaxed to be up to no good."

Penny nodded after a brief hesitation. "Okay, if you're willing to trust him, then I will too."

"Oh, you're gonna _love _Flynt, Penny!" Neon said, grabbing her friend's arm and dragging her out the door.

"Whoa! Slow down, Neon!" shouted Penny, waving to the repair shop owner as they exited onto the street.

"Psh, you're asking _me _to slow down?" Neon asked in an arrogant tone, though she did relent by stopping and letting go of Penny's arm.

"Right, how silly of me," Penny said without a hint of sarcasm. They continued walking as they talked. "Are you always this excited to meet your boyfriend?"

Neon laughed out loud at Penny's comment, startling the android. "Man, you really know how to make me laugh, Penn! We're not dating or anything. I mean, we've always been super close, but not like _that _close. He's my partner and my best friend, but we're not like _together _together or anything. What made you think he's my boyfriend?"

"My research on interaction between friends indicates that your reaction more closely pertains to people who are 'more than just friends,'" Penny elaborated. "For example, Nora reacts in a similar manner whenever Ren enters a room. A blatant display of her affection for her partner."

"I'm always that affectionate with my teammates, that's all," Neon claimed with a dismissive hand wave. "I'd probably have reacted the same way if it were Krane or Icarus calling. I mean, I love all my teammates, but not in _that _way. Get what I mean?"

Penny hummed to herself. Then she pulled out her Scroll and started recording herself. "Day 11 of Reconnaissance. It would seem my research into friendship is still largely incomplete..."

* * *

They didn't have to walk far to get where they were going. The repair shop was close to the small diner where Flynt had asked to meet. When they entered, they were surprised to find the place empty, save for the trumpet player. He was pacing back and forth behind the bar, his trumpet case laying on top of it.

"Flynt!" Neon called.

Flynt looked up, and it seemed to the girls that his spirits brightened immediately upon seeing his partner. He walked out from behind the bar, his arms outstretched.

"Let's get this over with," he said in a mocking tone of dread. Neon's hug nearly sent him to the ground, but he managed to steady himself enough to return the gesture.

"I missed you so much!" Neon shouted as she continued to squeeze the air out of Flynt's lungs.

"Y-yeah, feeling's mutual, Katt," Flynt choked out.

Neon immediately backed away, an excited grin plastered all over her face. "Flynt, I brought her just like you said!" She rushed to Penny's side in a flash of light. "Meet Penny Polendina, tinkerer extraordinaire and the coolest robot chick you'll ever meet!"

Penny wondered if she should bring up the fact that she was the only 'robot chick' in the world. She waved at Flynt and gave a smile much calmer compared to her hyperactive companion. "It's a pleasure to finally meet you, Flynt Coal. Neon has told us much about you."

"Nothing too bad, I hope," Flynt said with a half-smile.

"On the contrary, she speaks very highly of you," Penny said. "She's mentioned your talents in both music and battle, your skills as a leader, your –"

"Okay, Metalhead, he gets the picture," Neon interrupted.

Flynt raised an eyebrow. Apparently, sarcasm was difficult to program.

"So, what's the big secret?" Neon asked. "What's so important that you had to fly in from Atlas to tell me face-to-face?"

Flynt's smile faded. "Actually, I'm here for her." Flynt pointed at Penny.

The android looked around, as if there was some invisible person that he could be pointing to. "Me?"

"Yeah," Flynt said. He hesitated, and Neon was suddenly on guard. She knew her best friend well enough to know when he was upset about something.

"I've got a message from your dad," Flynt said.

Penny's eyes lit up. "From Father? Tell me, quickly!"

Her excitement only made Flynt dread delivering the message even more. "He wants you to come back to Atlas."

Penny's joy immediately dissipated. Neon began looking between her friends, one old and one new, trying to gauge their reactions.

"What?" Penny asked.

"He thinks it's too dangerous out here for you," Flynt said. It was clear that he was liking this situation just as much as the other two.

"But… but that can't be right," Penny insisted. "Father knows I can take care of myself. Why does he want me back now of all times?"

Flynt sighed and reached into his pocket. "Look, it's probably better if you heard it from the man himself."

The girls tilted their heads with curiosity. Flynt pulled out what Penny recognized as one of her father's Holo-Message Devices. Flynt turned it on, allowing all three to see a projection of Marion's head.

"Penny," Marion said. "If you are hearing this message, then Mr. Coal has safely rendezvoused with you. I can only hope this recording finds you in good health."

Penny's eyes widened upon seeing her father's face for the first time in over a week.

Marion sighed. "It pains me to do this to you. I know how much your quest for your lost memories means to you, though not how far along you are in recovering them. But I'm afraid the outside world has become too dangerous for you.

"There is a man – a criminal named Arthur Watts in Mistral. He was presumed dead until only a few days ago when one of our undercover agents spotted him in the forests near Lake Matsu."

Penny gasped. Considering what she had been through in that location, she could easily assume what he was after.

"He has committed many atrocities in his life," Marion continued, face full of regret. "Some preventable. Others unforeseeable. All of them unforgiveable. He was once a scientist of Atlas, deeply engaged in the study of Aura, much as I now am. But his experiments… they were far from benign. He crossed a line. He began taking lives in his vain pursuit of knowledge.

"You must understand that Watts is beyond morality now. He sees it as beneath him. His Semblance allows him to leech energy from mechanical devices. Due to his experiments, he was able to expand this ability to include living things as well. In other words, he can steal a person's Aura, leaving them as nothing but empty husks.

"Penny, your Aura is what defines you." Marion looked on the verge of tears. "Without it, you wouldn't exist. If he finds you and learns about your true nature… I don't think I could bring you back again. I can't lose you a second time. I don't think this old heart can take it."

"I love you, my little miracle," Marion said, giving a sad smile. "Please come home safely."

The message cut off. Penny blinked, as if snapped from a trance.

"And there you have it," Flynt said, pocketing the device. "Our transport should be here any second now. We can leave whenever you're ready."

Penny stared at the ground, her head swimming. What would she do? She couldn't go against her father's wishes… could she? Sure, she had wandered off on her own when she was in Vale, but she had never defied him in any more significant way.

She weighed her options. If she didn't go back to him, she had no idea how he would react. He would be forced to live the foreseeable future not knowing if she was alive, but knowing that there was every chance that she could encounter a madman. If she did leave, what would her friends think? She had promised Ruby that she would help her with her Relic hunt. She couldn't just abandon them all out of the blue.

Penny felt a hand on her shoulder and turned to Neon. The skater gave her a thumbs-up. "I know you'll make the right decision, Metalhead," she said.

Penny gave a small smile. It was nice to know that she had the support of at least one of her friends.

She took a deep breath and turned back to Flynt. "I'm not leaving."

Flynt raised an eyebrow. "You're not?"

"I'm not running away," Penny continued, her gaze unwavering. "My friends need me now more than ever. I can't just turn my back on them."

Flynt felt his worry begin to climb. "Didn't you hear what the Doc said? That Watts guy is a real piece of work! If he finds you, that's it! Game over!"

"All the more reason for me to stay," Penny said. "I can't leave my friends to fight a wanted criminal on their own. And that's on the off chance that we _do _eventually run into him. There's no guarantee that we even will!"

Flynt's face was pleading now. He turned to his friend. "Katt, help me out here."

Neon looked to Penny for a moment, seeing the resolve etched into her features. Then she turned to Flynt, her face strangely serious. "Flynt, she said she doesn't want to go."

Flynt blinked in surprise. "Come on, Neon."

"I agree with her," Neon said. "Friends don't turn their backs on one another."

"Ironwood ordered us to bring her back," Flynt said.

"Since when have we followed orders before helping our friends?" Neon asked.

Flynt looked back and forth between the girls, seeing that both were set in their ways. He opened his mouth to say something.

There was a loud buzzing noise as Penny's entire body began to shake. Electricity arced all over her body. Neon's hand was still on her shoulder at the time, causing the energy to travel up her arm. Neon jumped back, clutching her wrist in pain.

As quickly as it had begun, the buzzing stopped. Penny fell to the ground, her eyes wide open but unseeing.

Behind her was an Atlesian soldier holding a stun gun that was still sparking. Behind him were several more holding identical weapons and piling out of a Manta.

"Target is secured," the soldier said to his comrades. He couldn't get out anything else because in the next moment, he was thrown against the wall. Flynt's teeth were bared, his brown eyes filled with anger.

"What are you doing?!" he screamed in the soldier's face. "I told you, the Doctor said only use violence as a last resort!"

"Specialist Cordovin's orders!" the soldier hastily replied. "Bring the target back as quickly as we could by any means necessary!"

"Put the man down, kid," one of the other soldiers said. His and the others' weapons were trained on Flynt now.

Flynt glared at the soldier a moment longer. Then, finally realizing he was outnumbered here, he dropped the man to the ground and let him scramble to his feet.

Flynt looked to Neon as the others began carrying Penny back to the Manta. Neon's face was filled with more contempt than he thought her capable of having.

"Neon, I didn't want this," Flynt said. "You have to believe me."

Neon sighed. "I don't want to argue with you anymore. Let's just go."

Flynt blinked in surprise. "Are you sure?"

"Yeah," Neon said, her tone as bitter as can be. "Besides, friends stick together, even if they don't want to. Wasn't it _you _who told me that?"

Flynt felt his heart sink. Before he could think of a reply, they both flinched at a familiar scream.

"NO!" It was Penny, trying to thrash out of the handcuffs that were over her wrists. She was staring at the Manta in horror. "I can't go back! You can't let them take me back!"

"What the hell?!" one of the soldiers shouted. "How did she get up so quickly?!"

"Quick, hit her again!" another exclaimed in a panic.

Neon released a stream of obscenities at them, most of them about what they could do with their weapons if they hurt Penny again and where they could shove them when they were done. It took four soldiers working together to strap her into her seat. Even then, she was barely held back by the restraints. The sight did nothing for Flynt's increasing guilt.

This couldn't be the right thing to do.

* * *

**A/N: One of the few chapters in this to not include a Sonic reference. I must be losing my touch.**

**I'm addressing this now before someone brings it up: why did it take Flynt a day to reach Argus when it took Weiss almost a week in canon just to get to Lake Matsu? Weiss was taking a less direct route because she and the pilot had to worry about being found out. That, and her ship was a cargo ship, not built for speed the same way that a Manta is.**

**We're starting to see shades of how I intend to improve on canon somewhat. I've introduced Cordovin here so that her appearance later on doesn't come out of nowhere. I also wanted to flesh out her character a bit so she's not just an idiot with a Big Metal Shoe (heard that song by the way, it's pretty dumb and repetitive if you ask me). I've reimagined her as a soldier obsessed with duty, almost to a self-defeating level. If someone is assigned a task and fails to carry it out, she loses all respect for that person. This will play into her reasoning for giving Team RWBY/RNJR a hard time in the future.**

**Compared to other chapters, I don't really like how this one turned out. I don't know, maybe it's because I didn't like how I wrote Flynt or how I was forced to handle Watts's backstory or the fact that 13 is an unlucky number. It just didn't feel smooth to me. Oh well, let me know what you think in a review so I know what to do for the future. **

**Next Time: The Battle for Haven has begun! The villains may be outnumbered, but they are far from outmatched. But thing won't go smoothly for them when an unexpected challenger enters the fray...**


	15. Chapter 14: Reparation

**Review Responses**

**Combine117: I was wondering how long it would take before someone noticed that gimmick. Actually, all the chapters start with "Re" if you pay close attention. I'll explain why that is when we reach the conclusion.**

**merendinoemiliano: Those soldiers wouldn't do anything against Cordovin's orders. They fear her short old lady wrath!**

**3-13 Sniper: Not too explosive of a finish, I hope! Don't forget we've still got bombs everywhere courtesy of a certain White Fang member we love to hate.**

**Hope some of you are enjoying Fire Emblem Three Houses! Team Instinct all the way! Oops, I mean, Leicester Alliance forever!**

* * *

Needless to say, Neon and Penny were both incredibly discontent with their current situation. They sat in the Manta for hours, neither of them bothering to say a word. Penny didn't even look up to protest when one of the soldiers answered a text on her Scroll for her, though Neon did give him a nasty look. Flynt took out his trumpet, but all he did was absently fiddle with the keys. No amount of music in the world could make him feel better right now.

They continued sitting there, late afternoon turning into dusk, and dusk turning into night as the pilots prepared the Manta for takeoff. If any of the three teens weren't so preoccupied with other thoughts, they might have wondered what was taking so long. As it was, all three just sat there in silence. Flynt stewed in his guilt. Neon was sitting as far away from her partner as possible. Penny was thinking back to the text the soldiers had answered for her. Was it Ruby or one of her friends? Had Neo finally decided to contact her? Whatever the case was, she still felt no motivation to try to escape.

Had any of the three known what was currently happening at Haven Academy, they might have been more inclined to leave…

* * *

If anyone were watching the Haven Academy entrance hall, they might have found it quite the sight to behold. Not because of the grand architecture or the statue of a lady in chains holding up a viewing platform in the middle. Nor was it because of the banners of Mistral's symbol all over the walls or the walkway on the second floor that provided a perfect view of it all. No, it was because a motley assortment of murderous criminals and angry Huntsmen/Huntresses were currently having a stare-off right in the middle of the room.

In one group was Qrow, Ruby, Weiss, Yang, Jaune, Nora, Ren, and Oscar. Some of them looked at their opponents in angry disbelief. Some were more worried than angry. But it was Qrow who looked the most betrayed, switching his line of sight between his sister, Raven, and his friend, Lionheart, with disappointment. All of them were on guard, hands casually drifting to their weapons.

In front of them stood Cinder, Mercury, Emerald, Raven, and Vernal. Arthur had moved to stand next to Lionheart on top of the viewing platform, and Hazel stood behind the heroes to block the room's only exit. Their expressions were more mixed. Cinder, and to a lesser extent, her two blindly loyal lackeys, were giving the heroes looks of smug contempt. It was like they had pulled off some brilliant move in a game of chess. Raven was keeping her expression carefully neutral, but Vernal was looking at their opponents with mild amusement. Lionheart looked almost as heartbroken as Qrow. This was in stark contrast to Watts, who watched the heroes like they were lab mice in his experiment. Hazel watched everything with a surprising amount of regret, knowing full well that all of this could have been prevented.

It was Qrow who broke the silence first.

"Raven. Tell me. How long have you been with them?" he demanded.

"Aw, don't take it personally, little bird." It was not Raven who had answered in a mocking tone of reassurance, but Cinder. "Your sister was a recent addition. The lion, on the other hand…"

If possible, Lionheart looked even more guilty than before.

"Entrance into the Vytal Festival was a real treat," continued Cinder. "But Leonardo's been sending Salem information for a very, _very _long time. Isn't that right, Professor?"

"_Stop it_," he begged, refusing to meet anyone's eyes.

"It was you." Qrow's glare intensified. "You sit on the Mistral Council. You had information on every Huntsman and Huntress in the kingdom. And you gave it all to _her._"

"I…" Lionheart's protests died in his throat, for he could think of no defense that would justify his atrocities.

"I couldn't find any of them," Qrow said, his hands balled into fists. "Because _you _let her kill them."

"Now, now, don't beat yourself up about it, Lionheart," Cinder said, continuing to smile at the turmoil. "I'm sure Tyrian and Hazel would've found them on their own _eventually._"

"What is wrong with you?"

Everyone turned to the person they had least expected to speak up at a time like this.

"How can you be so broken inside?" Jaune asked with shaky breath, his head pointed to the ground. "To take so many lives, and then come here and rub it in our faces like it's something to be proud of?"

His teammates looked at him with concern. "Jaune?" Nora asked. But he was too far gone to even notice her.

"_All with that damn smile on your face!"_ Jaune looked up when he screamed those words. There were tears flowing freely down his face, but he either didn't notice or didn't care.

Galvanized by their friend's anguish, the heroes began to draw their weapons.

"Everybody, stay calm!" Qrow said, putting his arms out in a vain attempt to placate his charges. Frankly, even he was finding that command difficult to follow. They were clearly beyond the point of peaceful resolution.

Mercury and Emerald looked to Cinder, waiting to see how she'd respond to this new challenge.

"I'm gonna make you pay for what you did," Jaune said, his eyes filled with a wild fury. "_Do you hear me?!"_

"Kid!" Qrow shouted in one last attempt to save face.

"_Well?! Say something!"_ Jaune screamed.

Cinder looked at Jaune like he was something she had found stuck to her shoe.

She couldn't remember anything about him.

That was not from lack of trying. She may have appeared annoyed on the outside, but she was straining her mind to try and remember _something _about this incredibly unremarkable young man. Cinder had killed so many people in her service of Salem. She had ruined so many lives in her pursuit of power. How many swordsmen had she struck down? How many whiny blonde-haired boys had been orphaned because of her? There may have been dozens, possibly hundreds of people that desired revenge against her, so why bother keeping track? What was one ant to someone who had stepped on so many?

Cinder drew breath to speak.

In the same instant, a paper airplane crashed into her forehead.

Cinder flinched in reflex, though she at least had the presence of mind to catch the flimsy projectile before it hit the ground. Everyone else froze in place, watching Cinder like one might watch a tower of blocks wobbling back and forth. Cinder stared at the offending object that had ruined her train of thought. She was about to set it on fire when she noticed writing trailing inside the folds. She opened the paper and was perhaps even more perplexed when she saw the message it contained.

Guess who?

Cinder frowned. That handwriting looked vaguely familiar. As did the crude caricature of a hand giving her a rude gesture. She had seen neat and organized lettering like this before, many times in fact. But where?

Then it hit her. Literally. Neo Politan appeared behind her and smacked her in the back of the head.

* * *

_Neo stared at the scrap of paper that showed Penny's Scroll number._

_What would she do with it?_

_Of course she had added Penny to her contacts, but where would the mute go from there? Calling the naïve and cheerful little android was clearly out of the picture. She could already imagine how that conversation would go: Penny acting confused as Neo tried in vain to beam her thoughts through the wireless connection. Video chats probably wouldn't be much help either, since Neo would have to resort to writing notes as usual. At that point, she might as well text Penny rather than waste battery._

_But that raised a new conundrum: what would she even text to Penny? __Hi, it's Neo, the criminal/assassin you befriended in the middle of the woods. How's it hanging?__ She wasn't exactly one for gossip, and she doubted Penny was one either. She also couldn't wait for Penny to initiate the conversation, since Neo had neglected to give her own number to the android. Then again, she didn't want Penny to think she had been abandoned either._

_A third question entered her mind: why did she care?_

_Since when did she get so sentimental? She was supposed to be a hardened criminal. If she started getting bothered about one little girl's opinion, then she had clearly gone soft. _

_Maybe it was because she was so unused to people being so happy in her life. Torchwick had certainly been happy with his own lot in life; as long as his bank account was seven digits long or more, that is. But it had been a year since Neo had had something to smile about. Even if it was just an exasperated smile at the antics of the imbeciles around her. Looking back on the events that had surrounded Penny's life, be they Yang punching Neon in the face or watching the robot girl dance like nothing else mattered in the world, she felt her heart warm in spite of the chilly night air._

_Neo wanted to be happy. What stable individual didn't want to be happy? But at some point between getting launched off that airship in Vale and attacking Penny at Lake Matsu, she felt had forgotten how. All she had cared about was getting revenge on Cinder and possibly Little Red. She no longer desired the latter, but what about the former? Would killing the Fall Maiden _really _make the pain go away? Or would she continue to feel as empty as she did when she found out Roman died?_

_Neo wasn't sure of a lot anymore, least of all herself. So many questions, but none had answers. Save for one._

_Did she want to see Penny again?_

_Of course she did._

_She nodded to herself, accepting defeat. What did it matter if Little Red's posse didn't want her there? They could shove it for all Neo cared. _

_That day, Neo returned to the apartment, concealing herself from view as always. Still invisible, she knocked on the door and watched it open. Ruby was there, but Neo looked past her at the room's other occupants. Nora was laying on her back on the couch, tossing a ball up and down in the air. Qrow walked into the room from the kitchen. There was no sign of anyone else._

_Ruby had been smiling eagerly when she opened the door, but her cheer quickly turned into a frown upon seeing no one there. Neo backed away when Little Red stuck her head out to look in either direction. Ruby sighed._

"_I'm sure they're fine, Ruby," Nora said._

"_It's not like Penny to be gone this long," Ruby responded. Neo couldn't hear the rest of the conversation, as Ruby closed the door after that._

_Penny wasn't here? Where else would she be? Neo shrugged as she retreated to an alleyway to watch the entrance to the apartment without the need for invisibility._

_But as late afternoon turned into dusk, and dusk into night, Neo's worry increased. No one entered or leaved the apartment in all that time. Where the hell was that android?_

_When the moon was beginning to rise, something finally happened: all of Little Red's friends left the apartment at once and began walking to Haven Academy. With nothing else to do, Neo followed them. She stayed hidden all the while, knowing that their reaction to her sudden appearance would not be pleasant, even if Penny had been there to placate them._

_When they reached the entrance to the Academy's Grand Hall, Neo noticed something else: that annoying skater Faunus wasn't with them. Was she with Penny, wherever that may be? It was likely, those two were rather close from what Neo could remember. _

_She followed them inside, watched from the shadows as Lionheart welcomed them. Neo frowned. The more she looked at the man, the more details that set off alarm bells in her head. His lion tail was twitching back and forth. He had his weapon strapped to his arm: a strange shield-looking device with several kinds of Dust crystals embedded in it. His eyes kept shifting to look all over the room, like an Ursa might leap at him from out of nowhere._

_Neo's eyes widened and her confusion turned to dread. She suddenly remembered a detail she hadn't had reason to think of for over a year. Leonardo Lionheart was Cinder's man on the inside in Mistral. He was the one who entered them both, along with Cinder's lapdogs, into the Vytal Festival._

_If Neo could have, she would have cursed at the top of her lungs when Raven Branwen flew in from the second floor walkway._

_Then Raven opened a portal and allowed several more people into the Academy. There were five in all: Raven's second in command (it took Neo a second to remember her name was Vernal) and Arthur Watts (a man Neo had met only once before) were the first. It was the three others that immediately caught Neo's attention. _

_Cinder Fall. And her two "disciples."_

_Now Neo's mind was focused. She didn't care about her morality dilemmas or her rocky relationship with Penny. She didn't even care when another member of Salem's crew (someone Neo hadn't even seen before tonight) locked them all in. In fact, she was grateful. The villains might have thought they had the advantage here, seeing as how the heroes had nowhere to run. But this was a double-edged sword._

_Because the same was true about Neo's prey. _

Pick a god and pray, Cinder Fall, _Neo thought to herself. _Atonement day is finally here.

* * *

Neo smiled with satisfaction as Cinder fell to the ground from the unexpected attack. Words could not describe how cathartic that had felt.

"Neo?!"

The mute looked up at Ruby's exclamation of surprise. She had her weapon drawn, as did everyone else on her side of the conflict. Neo looked to the side to see that Mercury and Emerald had backed away from her in shock, but now they were advancing on her.

"You've got nerve showing your face around us again," Emerald said. "Around _her, _especially."

Neo was about to respond with a rude gesture when she was thrown off the ground by a blast of heat. Neo hit the wall with a _thud_. She looked up to see that Cinder had already risen to her feet. She was advancing on Neo with a fireball held in one hand. Cinder opened the other hand. In a burst of flames, a curved scimitar that appeared to be made of red-hot glass was pointed at Neo.

"I don't know what you're doing here, Neo," Cinder said, "but you've just made a grave mistake."

Neo started scrambling to her feet, but she was too slow. In one quick movement, Cinder had sliced her across the chest. Neo's mouth hung open… in silent laughter as the copy shattered.

Cinder narrowed her eye, but she didn't have long to think about what had just happened. Someone was charging at her, screaming his head off, and she already had a feeling about who it would be.

Cinder turned around, blocking Jaune's two-handed sword strike with ease. Jaune gritted his teeth and gave her that same manic look from before as he tried to push back against the sword parry.

"You're gonna pay for what you did!" he screamed, echoing his earlier threat.

"I don't even know who you are!" Cinder screamed back in frustration.

Jaune's face was suddenly filled with a deadly calm. "You will."

Cinder noticed movement out of the corner of her eye. She pushed Jaune away and blocked a strike from another Neo. She heard Jaune rushing towards her again and thought quickly. She grabbed Neo's parasol and threw her into Jaune, forcing them to the ground in a heap.

In the brief moment of respite she was given, Cinder was finally able to notice that she was not the only one fighting here. She spotted Qrow and Raven dueling in the middle of the room. If looks of disappointment could kill, however, Qrow would have won the fight right then and there. Hazel was giving two students (Cinder hadn't deemed them important enough to remember their names) his signature regretful stare. The Spring Maiden and the Schnee girl were locked in a very showy battle, with lasers and glowing glyphs flying everywhere. Emerald and Mercury were keeping Ruby and Xiao Long occupied, respectively. A boy Cinder had never seen before was marching up the steps to confront Lionheart and Watts.

Jaune groaned and propped himself up on his elbow, sword still in hand. "So, you're on our side now?"

Neo looked at him like he had just asked if the sky was blue. Nevertheless, she gave a thumbs-up.

"On your feet, then," Jaune said, a determined look in his eye as he stood. "We've got a Maiden to fight."

Neo also rose to her feet, opening her parasol and casually twirling it above her head.

Cinder noticed her adversaries recovering and focused on them again. In that moment, Cinder saw something she hadn't seen before: a familiar black bowler hat resting on her head. This, combined with the hard glare Neo was giving her, told Cinder more than words ever could.

"I don't have time for your misplaced blame, girl," she said. "I didn't kill your boss." She heard a high-pitched yell of exertion and glanced to the side with a wicked smile. "If you want revenge, take it up with Little Red."

Neo gave a half-smile of her own and wagged her finger. In another time, under different circumstances, perhaps Neo would have believed Cinder's claims. Perhaps she would have joined Salem's cause once more, picked up where she left off. She might have even stabbed Ruby Rose in the back before carrying on with her attack on the Maiden. But Cinder Fall was not Roman Torchwick. Neo would not shrug her shoulders and go with whatever the crazy lady said.

Cinder shook her head. "So disappointing. In the end, you picked the losing side."

"What makes you so sure?" Jaune asked, once more brandishing his sword at Cinder. He had calmed down considerably after his initial outburst, but there was still a fire in his eyes more intense than anything the Maiden could conjure.

Cinder narrowed her eye at the boy. "Are you _still _here?"

There was a gunshot, but Cinder raised her sword just in time to block the bullet from Neo's weapon. Neo charged again. Cinder blocked the strike and was surprised when she felt no force from the blow. As Neo's copy dissipated, Jaune immediately replaced her and the real attack came. Cinder was unprepared for this and stumbled directly into the path of Neo's kick.

As the battle continued, Cinder was forced to admit that these two were putting up a surprising amount of resistance. Neo was doing a fine job of using her copies to both distract and attack the Fall Maiden. Sometimes Cinder would think she had won when she made cuts and bruises on the opponent only for it to shatter after a fatal blow. This worried Cinder. From what she recalled, Neo's illusions weren't supposed to affect anything real. But these clones were as solid as their creator. The assassin had gotten stronger.

What's-His-Face was slightly less impressive. He wasn't displaying any extraordinary abilities that Cinder could see, but he more than made up for that with persistence and basic strength. There was a lot of weight behind every strike, each one fueled by his resentment for her. His sword was a two-handed one, but he swung it as if it weighed nothing. He was a good enough fighter, but Cinder could have easily taken him on alone even without her magic. With Neo backing him up, he came close to being a threat.

Yet Cinder still couldn't find it in her heart to remember his name.

She locked swords with Jaune again and looked into his eyes. In that moment, a spark of recognition went off in her mind. The unimpressive fighting style, the stubborn way he kept fighting despite clearly being out of his league… yes, she remembered him now. Pyrrha Nikos was on a team with three other students. The two fighting Hazel were a part of that team. As was this boy.

She saw Neo over Jaune's shoulder, pointing her parasol directly at Cinder's head. Now Cinder was stuck. If she pushed Jaune away, that would give Neo a clear shot. If she kept fighting Jaune directly, Neo could easily move to a different angle. Neo's fighting style was all about distraction and misdirection. With this being a two-on-one fight, that just made the mute's job even easier.

Cinder had no choice. She needed to level the playing field.

She dipped into her pool of magic. Even accepting that tiny bit of surface-level energy was enough to send a rush through her body. She felt a tug in her core. This was why she loved being a Maiden: the knowledge that she was more powerful than anyone in the room. It was simply intoxicating.

With only a thought, she sent out a shockwave. Both Jaune and Neo were thrown onto their backs and pushed along the ground. Neo's finger pulled the trigger, but the bullet went flying off in a random direction.

"You two make me laugh," Cinder said without a trace of a smile. She pointed to each of them in turn. "Just look at me compared to you. You, a boy with no special abilities, who probably got into Beacon on a fluke. And you, a rogue assassin who is nothing without someone to boss her around. And you both think you can take revenge against me? Someone with more power than either of you could even dream of?"

Cinder held out a hand to her former ally. "Please, Neo. Stop this self-defeating quest and join us again. I know you still harbor a grudge against Ruby Rose. You're not the only one."

Neo would have laughed out loud if she could. Cinder hadn't changed a bit. She was still so pretentious, assuming she knew everything about someone just with a glance. It wouldn't be so funny if she didn't try to use these assumptions to pretend she was some kind of chess master. Cinder might think she was subtle, but she was just a pale imitation of her master, a child pretending to be her mother to try and look more intimidating.

Neo did the mature thing. She stuck her tongue out at the Fall Maiden.

Jaune spat at Cinder's feet. "Why would anyone follow a monster like you?"

Cinder frowned with distaste at how boorish these two were being. "They simply recognize power when they see it. They follow me because they know that fighting a Maiden would be suicide. I think the Spring Maiden can corroborate my claims." She pointed to where Weiss and Vernal were still fighting. Jaune looked that way, but Neo kept her eyes locked on Cinder.

Cinder's scowl deepened when she saw Jaune's reaction. He looked like he was holding back laughter. Confused, she looked at Vernal and Weiss again.

Her eye widened. She didn't have long to stare, as Neo had lunged at her again. But in that brief moment, she saw something that made her blood boil.

Those two were still fighting. But Vernal was _losing._

* * *

"Let's see what the Schnee name _really _means."

Weiss turned away from watching Qrow and Raven's duel and looked to her own opponent. She pointed Myrtenaster at Vernal as if to make an accusation. "I'm more than a name."

"Hmm." Vernal's amused expression hadn't gone away since she had arrived at Haven. "Prove it."

With a wave of her hand, Weiss summoned a Glyph underneath her and used it to launch forward. Vernal raised her blades and parried the attack. The fight only got flashier from there.

Vernal didn't move too much to start out. Weiss more than made up for that by using her Glyphs to keep launching herself all around Vernal. Each time she made a pass, her sword was easily blocked by the bandit. She didn't make a move to attack. Instead, Vernal tried to shoot Weiss down. Weiss was able to dodge most of them, but just barely. Vernal was quick with both defense and her guns. If Weiss could just distract her long enough to get a Time Dilation rune started, then she might –

Weiss cringed as a bullet glanced off her shoulder. Her Aura protected her, but it was enough to knock her off course. She bounced off the next glyphic platform and fell down to earth. She didn't have long to recover. Vernal had finally decided to move from her spot. The bandit threw one of her pincer-like blades. Weiss sidestepped, letting the blade curve through the air and back into Vernal's hand like a boomerang. Weiss leapt away from Vernal's charge and slashed her sword in front of her. Vernal slid to a stop just in time to avoid getting impaled by a wall of icicles rising from the ground.

Weiss closed her eyes and took a deep breath. She needed a distraction, and there was nothing more distracting than a ten-foot-tall suit of armor. She thrust her sword into the ground, creating a new Glyph between her and the ice wall. In less than a second, the Arma Gigas began climbing out of the rune, its massive claymore slowly materializing in its hand.

The summoning was cut short by a sweeping laser beam that cut through the ice and the golem like they weren't even there. Weiss looked up at the sudden blast of heat. Just in time to get hit in the face by Vernal's boomerang blade.

Vernal propped her foot on the quickly melting ice as she caught her weapon. She looked at her smoking gun as if she were thinking of a joke. "Don't think I'm going let you take the easy way out."

Weiss gritted her teeth and flipped onto her feet. Summoning would take too long unless she found a more permanent way to subdue Vernal. Her other abilities would be much quicker since she was more familiar with them. As much as she'd love to show off her new skills, they were just that: new.

Wait, since when had she become such a showoff? Yang and Neon must have been bad influences on her, those cretins.

With a twirl, she created icicles to launch at Vernal. The bandit's grin widened as she slashed the frozen projectiles out of the air. No sooner had she done that, however, than Weiss was on the offensive again. There was a quick flurry of blades constantly colliding as Vernal and Weiss tested each other's close combat abilities. Without warning, Weiss leapt back and slashed at the air. Vernal saw a flash of orange-red light and looked up. Fireballs had been manifesting above Weiss's head. They flew into Vernal, knocking her back and making her grunt in pain.

She felt a sudden chill. Vernal looked up to see Weiss running around her, dragging the point of her sword along the ground. The weapon trailed another ice wall, but this one kept growing beyond what the first had been. In seconds, Vernal was completely surrounded by a dome of ice, obscuring her view of the outside.

"She learns fast," Vernal mused to herself. She raised her blades and activated the lasers again. She carved a semicircle out of the dome and kicked it open.

She saw Weiss standing in place, preparing another Glyph. No doubt she would try summoning that knight again. Vernal raised her gun to fire. A flash of light underneath her made her stop. She looked down and her eyes widened. When she had kicked open the makeshift door, she had ended up stepping on a yellow Glyph. It began sparking and glowing brighter.

"Oh sh –" This was all she could get out before the Glyph's power fully activated.

Weiss had her eyes closed in deep concentration at the time. She couldn't help but give a grim smile at hearing Vernal's frustrated screams accompany the hum of electricity.

It took Vernal all the power she could muster to break free of the electric trap. That had certainly been painful. But she was far from out. She raised her gun to fire at Weiss again.

Weiss opened her eyes and thrust her sword at the air.

Vernal fired.

To Weiss, the bullet seemed to be swimming through molasses.

As the Time Dilation Glyph took full effect, she took a moment to look around. Qrow and Raven (or at least, _a _crow and _a _raven diving at each other) were still locked in combat. Yang and Ruby were keeping Mercury and Emerald occupied. Cinder had her hands full dealing with Jaune and Neo (Weiss would never admit it out loud, but she was grateful that Neo had decided to help after all). Nora and Ren were doing alright against the muscular man who had locked the doors earlier. Oscar was doing well against Lionheart…

What was that other man doing? The older mustached man who was apparently on Salem's side was doing nothing but watch Oscar's and Lionheart's duel like one would watch animals in a zoo. That look made Weiss shiver. She had seen that look on her father before, on that fateful night when he watched her performance at the concert.

Weiss shook her head. The Time Dilation Glyph was a powerful one, and she shouldn't be wasting Aura on spectating other people's fights. She turned back to Vernal. The bullet was inches away from Weiss's face now. She raised a finger and calmly pushed it to the side so that it passed by her head.

Then, she attacked.

Vernal wasn't sure what had happened. One moment the gun had fired, and the next moment Schnee had disappeared. She didn't even have time to look around in confusion before she stumbled back from a punch to the face. She caught brief glimpses of Weiss's form as the ex-heiress continued her assault. Vernal tried to use her blades and lasers to fend off the attacks, but it was like trying to squash a bee in mid-flight with her bare hands. She couldn't get a solid hit on Weiss, but little by little the ex-heiress was whittling down her Aura.

Eventually, Vernal was finally brought to her knees. Her form flickered with green light for a moment as her Aura dissipated.

Weiss walked up to Vernal at normal speed, dispelling the Time Dilation. Vernal raised her guns to fire again, but Weiss smacked them away with a slice of her sword. Vernal gripped her wrists in pain as Weiss pointed her sword directly between Vernal's eyes.

"Yield," Weiss said.

Vernal still wouldn't stop smiling. Was she still thinking of that joke?

"Go ahead then," Vernal said. "Finish me off. Then you'll win. The Relic will be safe for now. What're you waiting for?"

Weiss drew her sword back. Then she hesitated.

Did she _really_ want to kill Vernal?

The bandit's grin widened. "Killing a person is different from killing a Grimm, isn't it?"

Weiss narrowed her eyes in suspicion. "Why won't you use your Maiden powers to save yourself?"

"It's like Raven said," Vernal replied. "You're not worth the trouble."

"You're going to let your pride take priority over your own life?" Weiss asked.

Vernal just kept smiling, looking at something behind Weiss.

Before the ex-heiress could turn around to see what it was, she was brought to her knees.

A lance of agony shot through her body, originating from her midsection.

She looked down, eyes wide with horror. Her body was flickering with white light. A thin, glowing hot blade was protruding from her abdomen.

* * *

Cinder barely managed to block Neo's attack in time. The two stood there for a moment, glaring at one another as each tried to get the upper hand.

"If you want revenge so bad," Cinder whispered, "you should come and take it yourself instead of sending your dummies."

Neo simply responded by sticking her tongue out again. She pushed away from Cinder and thrust her parasol at Cinder. The Fall Maiden flinched as the knife in the tip stopped just before it hit her face. Then she flinched again when the parasol opened. Neo lifted the parasol away from her face, then kicked Cinder in the midsection again.

Cinder did something then that took Neo aback. She _growled_ at Neo, a low guttural sound that sounded more like something a Beowolf would do. This shock gave Cinder all the time she needed. She pointed her saber at Neo's face. Before the assassin could react, the weapon exploded.

Neo was thrown onto her back again, her Aura just barely holding up against the onslaught of shrapnel. But Cinder was not out of the woods yet. Jaune had regained his sense and was now charging forward. Cinder did not have a weapon anymore, just a fiery outline of the curved sword. She rolled this into a ball and threw it at Jaune. Without even thinking, the young man raised his sword and cleaved the fireball in two. Cinder's shock prevented her from reacting in time. She was able to sidestep the brunt of the blow, but the edge of Jaune's blade glanced off the mask covering Cinder's left eye.

She felt at the mask, feeling where the stone had cracked. She looked at Jaune, her eye ablaze with orange flames. Jaune couldn't defend against Cinder's next move: a palm strike that sent him smashing into a pillar. He fell onto the ground face-first.

Cinder was about to approach him to finish the job when she noticed something out of the corner of her eye. She turned and saw something that angered her even more.

Weiss had driven Vernal to her knees. She had her rapier raised for a killing blow.

Cinder wouldn't stand for this. She couldn't let the Spring Maiden die before she absorbed her power. That uppity Schnee brat would pay.

She stepped forward only to be kicked in the face by nothing. Neo allowed herself to become visible again. She was right in Cinder's path.

Cinder raised her hand and formed a spear of red-hot glass. Neo rolled her eyes. How long would this have to go on for?

Cinder now had a savage grin on her face, and Neo was once again reminded of a Beowolf. She glanced at Cinder's left arm, which she only now noticed was covered by the Fall Maiden's cloak. How much of Cinder Fall was left now? How much of her had become Grimm?

Neo saw Cinder move her arm to throw the weapon. Neo's fear took over and she jumped out of the way.

The spear flew past Neo.

And buried itself in Weiss's back.

Neo didn't notice at first. She was about to attack when she saw the manic grin of satisfaction on Cinder's face. She followed the Fall Maiden's gaze and gasped.

Now everyone in the room was staring at Weiss. Rather, they were gazing at the weapon that had skewered her. Weiss gave a few gasps as she weakly grasped at the spear.

Then the weapon turned to ashes and she fell to the ground, unconscious.

No one moved. No one made any noise.

Ruby felt tears well up in her eyes. Her mind kept going back to the last person she had seen Cinder kill. And this time, it would be her own teammate.

She tore her gaze away from Weiss and looked at Cinder. She took in that horrid satisfied grin. How could anyone relish in taking another person's life so much?

Her eyes began to burn.

Ruby broke the silence with a scream of rage. This was accompanied by a blinding flash of white light.

Cinder looked towards the source of an irritating noise and flinched in fear. As the light overtook her, she felt the same searing pain she had felt a year prior when she had last endured the silver eyes' power. It was like her entire left arm was being pulled apart down to the last atom, a feeling that was spreading to her entire body.

Ruby's screams were suddenly silenced when Emerald knocked Ruby out with a blow to the back of the head.

Cinder collapsed to the ground soon after.

* * *

**A/N: Apologies for the late update. As you might guess, this final fight is a lot to handle and I have a lot to think about. **

**I'd like to begin by addressing how I'll be structuring the Battle for Haven from here on out. Basically, I intend to switch perspectives from fight to fight, and I'd like to try to give each battle their time in the sun. I might not show _every _fight if they're not story relevant (as cool as it would be to see Yang's rematch with Mercury, I don't see how it fits in the greater picture in terms of story) or if we got to see a good portion of it in canon. With that being said, there will be a lot of jumping back and forth in time. You sort of saw this here with Weiss getting stabbed after beating Vernal, then it cuts back to Cinder fighting Neo and Jaune and the events leading up to the stabbing. I'll do my best to keep things clear as to when in the timeline they are, but I apologize in advance if things get too confusing.**

**I greatly altered Weiss's fight with Vernal because I was deeply unsatisfied with what happened in canon. I was so pissed every time Weiss tried to stop and summon something only for Vernal to shoot her and break her concentration, because it just made her look like an idiot. If she had stuck with her basic abilities that she had at the beginning of the series, I think she would have had a better chance of winning. Plus, I am firmly on the "stop making Weiss lose fights for stupid reasons" side of the FNDM. I want to give her a few more victories here. **

**I'm not entirely sure how I feel about still letting Cinder stab Weiss in the back. On the one hand, it makes Weiss's victory against Vernal more of a pyrrhic victory (pun completely intended) and sort of invalidates all the work I put in to show that Weiss can win a fight against a named character if she puts her mind to it. On the other hand, I know Cinder wouldn't sit idly by and let someone take away her chance to get two Maidens' powers. That, and Jaune still needs to unlock his Semblance.**

**Surprise! Neo is back! Okay, let's be honest, that's not much of a surprise. Yeah, I couldn't let her stay away for long. I can't help it, she's just too awesome.**

**That's all for now. As always, I ask that you leave a review telling me what you think and I hope you all have a wonderful week.**

**Next time: Penny and Neon deal with their captors, with Flynt in hot pursuit. However, when they go to rendezvous with their friends at Haven, they find someone much more hostile barring their path...**


	16. Chapter 15: Rejection

**Review Responses**

**merendinoemiliano: Short, but sweet. Thank you!**

**Guest: Wow. I can tell you feel very strongly about this. I'll answer the part that's most relevant to this story. Neo does not know Watts very well at all. I think I mentioned last chapter that she had only met him once before. I believe Torchwick and Neo mainly dealt with Cinder, Mercury, and Emerald but only heard about Salem and her inner circle through word of mouth. Thus, Neo doesn't really know how much of a threat he is.**

**Combine117: Amazing, the actual sound of silence.**

**CrazyNuiHarimeFan86: If you're looking for a better resolution for Adam, don't worry. I intend to keep him around for a long time and building on him some more. In the short term, however, you might be happy to hear that I'm giving him more to do when it comes to the Battle for Haven.**

**3-13 Sniper: Strange, that's not usually the M. Bison quote I remember. (Of course!)**

**deegeetal: You read this entire story in only a few hours? Wow, you're almost as fast of a reader as I am (humble brag).**

**Here's a dumb question that only I would probably care about: if someone is allergic to cats, would they start sneezing if they were around Blake or Neon?**

* * *

The Atlesian pilot backed away from the Manta's engine and shut the maintenance hatch. "Try it now!" he called.

From inside the ship, his co-pilot flicked a few switches on the ceiling and pressed a few buttons. There was a dull humming noise as the Manta's engine began to stir. A hopeful grin appeared on the pilot's face.

Then the humming died down and the ship went dark once again.

The pilot tore off his helmet and threw it on the ground. It bounced along the brick path and rolled to a stop in front of the abandoned tavern they were still parked in front of.

The crew was utterly baffled. It had been _hours _and they hadn't been able to get the ship running. They could've been halfway to Argus by now, but they were still stuck in Mistral with a Manta that stubbornly refused to work properly.

"I just don't get it," the co-pilot said, holding her head in her hands as the main pilot entered. "How can so many little things go wrong at once?"

"It's infuriating!" the pilot shouted, pacing back and forth. "The first time it was a loose wire. Then the turbines get junk stuck in them. This can't be a coincidence!"

"So, what? You're saying the ship is actively stopping us from taking off?" the co-pilot asked incredulously.

"Can't we just call HQ and have them pick us up?" one of the soldiers piped up.

"The comm systems aren't working," the pilot responded. "And every time we make a call on our Scrolls, we lose our signal."

While the soldiers and pilots continued to argue, the three teenagers were still brooding. Penny just kept staring at the floor with an empty gaze. Neon propped her head on her hand, very pointedly _not _looking at her partner. Flynt, for his part, had put away his trumpet and was now tapping his foot. He occasionally glanced at Neon before quickly looking away.

"This is getting old."

Penny looked at Neon after the skater broke the silence. "What do you mean?"

"I can only brood for so long before I get bored," Neon said, shifting in her seat for what must have been the hundredth time that night. "Being mad doesn't agree with me. So, whaddya say we bust out of this joint?"

Penny looked back to the ground. They were in no danger of being overheard, as now the pilots had roped the rest of the soldiers into their argument. They were all very tired, physically and mentally, so it wasn't exactly difficult.

"Why bother?" Penny gave a long sigh. "My father doesn't want me out here anymore. I might as well go back."

"So what?" Neon asked.

"He thinks I'm in danger," Penny said. "I don't want him to worry."

"Uh, news flash, Metalhead," Neon said. "He's your dad. Parents _always _worry, no matter what you do."

"You know that more than most, eh Katt?" Flynt asked.

Neon frowned and rubbed her ear. "That's strange, I think I heard a mosquito buzzing around somewhere."

Flynt took the hint and backed out of the conversation.

"Penny," Neon said, dropping her cool kid demeanor, "the point is that your dad shouldn't decide everything you do. Of course he's gonna worry about you. But what he thinks shouldn't rule your life." She smiled, leaned forward, and tapped the android on the nose. "The only person that controls you is _you._"

Penny looked up. There was now hope in her eyes.

"So, what do _you _want to do?" Neon asked.

Penny slowly started smiling again. "I want to keep going on my travels. I'm not ready to go back to Atlas yet."

"That's the spirit!" Neon cheered. "Now all we gotta do is slip out without the Killjoy Brigade noticing."

Penny turned to the hatch leading outside, which was firmly shut. "That shouldn't be a problem. I can ask a friend for help."

Flynt looked up and frowned. Penny was leaning her head back and whispering, as if there was someone behind her. Except she was whispering to a wall. What "friend" was she talking to? He thought back to the moment of Penny's capture. She had looked at the ship like it was a Leviathan about to swallow her up. Then she had said _"I can't go back! _You_ can't let them take me back!"_ At the time, Flynt had thought Penny was screaming at Neon for help. But now…

In the cockpit, the pilot glared at the dashboard. "Why won't you _work?!"_ He poured all his exasperation and frustration into one punch.

All hell broke loose when his fist connected with the dashboard.

All the screens and lights in the ship lit up at once. They rapidly flashed on and off, making Neon feel like she was in the world's lamest dance club. The Atlesians were disoriented by this and began stumbling around, blinking hard.

"Turn it off! Turn it off!" one of the soldiers shouted.

The pilots never got the chance. At that moment the engine roared to life, and things only became more chaotic from there. The Manta flew straight up into the air before coming to a sudden stop. All the Atlesians were plastered onto the ceiling, then the floor when the ship rapidly descended again. It continued like this for almost a minute: the Manta would fly in every direction, doing complex maneuvers that would send the soldiers all over the place. The panicked shouts of the soldiers mingled with the engine's noise, creating a sound that perfectly reflected the chaos.

"What's going on?!" Neon shouted over the cacophony. She and the other two teenagers were spared from being tossed around since they were sitting down and wearing safety belts.

"Mr. Manta has kindly agreed to help us escape!" Penny replied. As if on cue, the hatch to the ship was thrown open by an invisible force. At the same time, the ship steadied in midair and tilted slightly so that its back end was facing the ground. They now had a clear chance to jump out.

"Don't let them get away!" one of the soldiers yelled. The Manta apparently decided his brain hadn't been jostled enough. It did a barrel roll, making him and his comrades float in the air for a moment before slamming back down.

While the soldiers tried to remember which way was up, Neon and Penny's safety belts unfastened themselves. Flynt's eyes widened and he struggled with his own harness as the girls approached the exit hatch.

"You first!" Neon said, motioning for Penny to jump out. Penny nodded and did so. Neon turned around, wagging her finger with a grin.

"I'm outta here!" Neon declared. "I like skating better, anyway!" She climbed onto the hull of the ship just above the hatch. She then kicked off, rocketing towards the ground and trailing rainbows behind her.

"Neon, wait!" Flynt shouted, finally getting his safety belt undone. But by the time he had collected his trumpet case, Neon had already left.

The ground turned into a web of cracks where Penny landed. She winced when Neon flew right past, her wheels catching on the cracks and making her tumble hard.

"Sorry!" Penny shouted. She turned around, watching the Manta right itself in the air.

"Thank you so much, Mr. Manta!" she called with a wave. "Have a nice flight back!"

The ship flashed its headlights in response. It closed the hatch doors, though not before something fell out. It then sped off, occasionally taking sharp turns to jostle its passengers some more.

Neon groaned as she rolled up to Penny. The android was pulling her hands apart, trying in vain to get her handcuffs off.

"I need to get back to the workshop," Penny said. "Crickette is still there, she can help saw these off."

"I'll go with you," Neon said.

"No, you go on ahead to Haven," Penny said. "The meeting with the headmaster has already started. You need to let them know I'm alright."

"Maybe these will help."

They both turned around. The Manta was now long gone. Flynt, however, was walking up to them with his trumpet case in one hand. In the other, he held up two Scrolls.

"I nicked these off the soldiers while they were still knocked out," Flynt said, handing the devices to the two girls. Penny smiled at Flynt and nodded in gratitude. Neon simply continued to glare at him.

"I really am sorry about what they did to you," Flynt said. "Is there any chance you'd be willing to come back?"

"You're still on about that?!" Neon shouted in a rare bout of anger. "What is wrong with you?"

"Neon, please listen," Flynt said with a frown. "This Watts guy is really dangerous. I'm worried about what'll happen to us if we run into him. I'm…" He swallowed nervously. "I'm worried about you."

"So what if we run into Watts-his-face?" Neon asked. "We'll just kick his ass! If _you're _so afraid of him, maybe you should just run on back to Atlas yourself!"

"You don't get it!" Flynt protested, clenching his fist. "I'm under orders from the Doctor and the General! I can't just go back empty-handed!"

"Since when have we cared about orders more than our friends?!" Neon asked. "What happened to the boy I met ten years ago?! The one who said he'd stick by me? Because I don't see him anywhere!" She blinked hard. "I don't even know who you are."

Flynt felt his heart sink. "Neon –"

"Whatever, just go," Neon said, turning her back on him. "I don't care what you do anymore. If you're not gonna help us, then just go away."

She didn't wait for his response, speeding off into the night.

Flynt stuffed his empty hand in his pocket and stared at the ground. It suddenly felt like his trumpet case had gained a few extra tons and was now sitting on his shoulders.

Penny stared after Neon with concern, then looked at Flynt. "Does this often happen? Do friends have big arguments like this all the time?"

Flynt gave her a sad look. "This is the first time she's ever blown up at me like that. You don't seem too mad, though."

Penny shrugged. "I'm not so good at holding grudges." She shuffled her feet awkwardly. "I have to go. You're more than welcome to follow us if you want."

Flynt didn't answer, going back to tracing the cracks on the ground with his eyes. Penny lingered for a moment, then ran off in the direction of the repair shop.

Flynt sat himself down on a bench, his eyes clouded with deep thought. How could he have messed up so bad?

_What happened to the boy I met ten years ago?!_

Those biting words were still ringing in his head. They made him think back to a fateful day that long ago. When he had made a promise…

* * *

"_Do you ever think about becoming a Huntsman?"_

_Flynt stopped playing trumpet and watched the people of Atlas pass them by on the street. They were once again sitting together, a sort of daily event that had been established since their first meeting._

"_Sometimes," Flynt said. "But I always decide I'd rather play music instead. Less dangerous."_

_Neon's tail curled up. "I wanna become a Huntress. I wanna be just like my dad."_

_Flynt looked at her in shock. "Seriously? Even after what happened to him?"_

"Especially _after what happened to him," Neon said. "I don't ever wanna forget him. I'll think of him every time I save someone's life. I'll think of him every time I fight off a Grimm. The only way I can keep his memory alive is if I fight in his place."_

_Flynt blinked. "Guess I never thought of it like that."_

"_I will become a Huntress." She had a look of sad realization. "But to do that, I'd need to go to Atlas Academy. And since you don't wanna become a Huntsman, you wouldn't go with me. We probably wouldn't see much of each other."_

_Flynt looked back at the street. His mind and heart were racing. He took a deep breath, calming his nerves._

"_I'll do it."_

_Neon gave him a confused glance. "Huh?"_

"_I'll become a Huntsman with you." Flynt gave her a smile. "Friends stick together, even if they don't want to, right?"_

_Neon looked excited, then ashamed. "You don't have to go to the Academy just for me."_

"_But I will," Flynt said. "I promise, I'll help you become a Huntress any way I can."_

_Neon smiled. "You really mean it?"_

"_Totally."_

_Neon went back to watching the street, still smiling. "Keep playing. It's too quiet."_

_The people milling about were making plenty of noise, but Flynt knew what she meant. Trumpet music filled the air once more. Neon's tail waved back and forth to the beat._

* * *

Neon took a deep breath. She slowed to a casual pace – a rare occurrence for her – as she approached Haven. She wouldn't bring her emotional baggage into this important meeting. Besides, no matter how hard she tried, she couldn't stay furious for long. She was certainly disappointed at Flynt, but not really that mad anymore.

She stopped when she heard unfamiliar voices. She frowned. Who else would be up and about at this hour?

She quietly slipped into the trees, getting a hunch that stealth would be important for the near future. She moved down a forest path, keeping the lights of Haven Academy in view. There was a strange feeling of dread in her gut that wouldn't go away. Without thinking, her hand drifted to where her nunchaku hung from her hip.

She arrived at the entrance to the Grand Hall of the academy. It was quite impressive looking. There were a few park benches set up around a currently dried-up fountain. There were a few smaller buildings around the Grand Hall, beyond which were the trees. She squinted at dark shapes moving between the buildings. One of them passed close by, carrying what looked like a box. She gasped when she saw what the man looked like. He stopped and looked in her direction, but by that time she had retreated further into the forest. She waited until the man shrugged and moved on before returning to observing the small group.

She knew these people. At least, she knew what organization they worked for just by looking at their uniforms. Night vision helped immensely, since the sporadic lampposts in the plaza didn't provide a whole lot of visibility. White jackets with black pants and hoods. Grimm masks. And emblazoned on all their backs was a red symbol: claw marks overlapping a snarling wolf's head.

Neon's grip on her weapon tightened as she continued to watch the White Fang. With night vision, she could see all of them gathering, likely up to no good. They were about to cause another tragedy.

But this time, she would be there to stop them from taking any more lives.

* * *

Penny burst into the repair shop, nearly barreling over the owner as he flipped the sign from open to closed.

"Penny?" he asked. He looked down and saw the handcuffs. "What happened to you?"

"No time to explain," she said. "I'm very sorry for barging in like this, sir. Can I borrow the garage for a few more minutes? I promise I'll pay you back for the extra time."

The owner looked between the handcuffs and the wild look of panic in Penny's eyes. Then he shrugged. "Don't bother. Tonight's on the house. Just don't break anything."

"Thank you so much!" Penny said. She had already been on her way to the back door before he even finished.

Penny looked around and sighed with relief. Her backpack was right where she had left it.

"Crickette!" she shouted, holding her hands out. "Help me get these off!"

A panel opened in the front of the backpack, and a single blade floated out. Penny held her hands as far apart as she could and let the sword cleave through the chain with one slice.

"Thanks." Penny sat down, allowing the sword to begin sawing at the metal wristbands. While it was working on one hand, she reached into her pocket and pulled out her Scroll. She frowned with worry. She had sent a few texts to Ruby on her way to the shop, but none had been answered.

[Ruby. I am on my way to the Academy. What is your status?]

[Ruby. Is something wrong? Are you in trouble?]

[Ruby. I am beginning to worry. Please respond.]

Penny tried to rationalize this. Maybe Ruby just had her Scroll on vibrate to be respectful during the meeting? She decided to call Ruby. It would be harder to ignore than a text message.

Penny dialed the number and held the Scroll to her ear.

* * *

"Why are you doing this?!" Ruby demanded. It was difficult to concentrate on spinning her scythe to block bullets and hold a conversation at the same time, but she was managing it pretty well. "Salem is –"

"I don't care about Salem!" Emerald shouted over her guns. "But I owe Cinder _everything_!"

Ruby blocked one last bullet before Emerald finally let up on her trigger fingers. Ruby was now on the defensive, waiting for her opponent's next move.

"You want to fight her that bad?" Emerald asked, taking a few steps back. "Be my guest."

Ruby blinked and suddenly there was fire all around her. She squinted against the harsh light, trying to make out Emerald's form in the flames. But it was Cinder who leaped forward, eyes filled with malice and sword poised to slice her head off. Without even thinking, Ruby raised her scythe to ward off this new threat.

Cinder passed right through her body as if she was a ghost.

Ruby looked behind her. Cinder was still fighting Jaune and Neo, same as she was a few seconds ago. The flames had also disappeared. Ruby had a split second of dread and comprehension when she remembered Emerald's ability to create illusions. She quickly turned back, but it was too late. Emerald charged up and tripped Ruby with her sickles.

* * *

"_Hi, this is Ruby Rose! I can't talk right now because I'm too busy having fun! Leave a message at the beep! Beeeep!"_

If Penny weren't so worried, she might have laughed at Ruby saying the word "beep" out loud.

Penny looked at Ruby's contact info and frowned. As an aspiring scientist, she knew she couldn't jump to conclusions without enough information. But she had a bad feeling that something was going wrong at Haven. She needed to be prepared for anything.

She double checked her backpack. The Dust Chambers for her various configurations had been fully reloaded and her swords were lined neatly in place and sharpened. She had everything she needed.

There was a loud _clang _as the first metal wristband fell off her arm. Penny looked at her Scroll as Crickette set to work on the other arm.

_I love you, my little miracle. Please come home safely._

She propped the Scroll up against the backpack and began recording herself.

"Day 11 of Reconnaissance, continued," Penny said. "My father no longer wishes for me to continue my travels. A dangerous criminal has been spotted in Mistral and could conceivably pose a threat to myself. Soldiers were sent to retrieve me several hours ago, but I managed to escape.

"I was originally planning on showing no resistance and going back to my father as they ordered. But my friend Neon helped me realize something: I don't have to follow my father's orders. I don't want to go back to Atlas yet. Even if my memories are back, there's still so much left to learn from the outside world. There are things I can experience out here that I can't experience in the confines of Father's lab. I wanted to go to Beacon for that reason. Even if that's not an option anymore, travelling the world seems like the next best thing. And it's fine to disobey my father. The only person who controls me is _me_." She gave a rueful smile. "How appropriate that my most rebellious friend taught me to be more independent."

Her smile quickly faded. "I understand the dangers involved. I understand that all this strangeness involved with Salem's plot and the relics could very well get me killed. But if what Professor Ozpin says is true, then that means I won't be safe at Atlas for very long. Despite the General's best efforts, the bad guys will eventuallyinfiltrate the kingdom looking for its relic and its Maiden. It won't be safe there for very much longer. Joining my father would only be delaying the inevitable. If danger will find me anyway, then what's the point in running from it?"

There was a sharp _clang_ as the other wristband was cut off. "On the subject of trouble, I have a sinking suspicion that I will find some if I go to Haven now. I must be prepared for anything." She sighed. "While a part of me doesn't want to see my father right now, an equal part of me wishes he were here so I could reassure him. I made a promise that I would return to Atlas in one piece, and I intend to keep that promise. I won't die tonight."

With that, she stopped the recording and put her Scroll back in her pocket. She slipped on her backpack, tapping her chin in thought. "Now, I need to get to Haven in a timely manner, but I don't want to waste any Wind Dust in case I need it for combat…"

Her gaze drifted to something still stored in the workshop. A very large something painted yellow and black. Her face was gradually overcome with a smile.

* * *

Adam Taurus crossed his arms and relished in the thought of what would happen tonight.

He could already hear the explosions rocking the mountain city. He could feel the earth tremble as hundreds of tons of rubble came crashing down. He could see the flag of the White Fang waving proudly over the carnage.

_Yesterday it was Beacon, _he thought. _Today it's Haven. Tomorrow will be Atlas, then Shade. They called us wild animals, tried to _tame _us. Very soon, the whole world will feel the pain we have felt, returned a hundredfold. Very soon, justice will be served._

"Sir!"

Adam turned to one of his comrades as she ran up.

"All the charges have been set," she said. "We're ready to burn this place to the ground."

"Good." Adam turned around. "We'll wait until the others leave the Grand Hall. Then, Haven will…"

He trailed off, his hand lowering to where his katana was hanging at his hip. His comrades saw what he was looking at and raised their own weapons.

Neon was casually lounging on a park bench, lying on her side with her head propped on one arm. She waved cheerfully at the assembled criminals. "What's up? Nice outfits. You going to a costume party?"

Adam peered closer, noticing the cat tail waving back and forth in a nonexistent wind. He motioned for the others to lower their weapons. "This area is dangerous! You should leave now before you get hurt!"

Neon yawned, stretching her arm and tail out. "Aw, so sweet of you to be worried about me, cutie! But I'll be fine, thanks."

Adam glared at Neon. "What are you doing here?"

"It's a funny story, actually," Neon said. "I'm here to meet some friends of mine, but I can't seem to find them anywhere. Think you could help me, Mr. Tall Dark and Broody?"

Adam stood there in silence, his grip tightening on his katana's sheath.

"Sir?" one of his allies said hesitantly. "Is she… flirting with you?"

"Shut up," Adam said, and all further conversation on the subject was halted. As for those friends she had mentioned, there was only one group of people she could be referring to if she was looking for them at Haven.

"Are you here to see Professor Lionheart?" he asked.

"Yeah. Well, I was. Now I'm more interested in you." She winked at him.

Adam gritted his teeth. He refused to let this girl's advances throw him off. "I'm not interested."

"Oh no, I meant you _guys_, collectively," she clarified. "You're cute and all, buddy, but brooding bad boys just aren't my type."

"Enough games!" Adam shouted. His henchmen raised their weapons. "Tell us what you want with us, _now_."

"Hmmm." Neon slid to an upright position and stared directly into Adam's mask. His thumb twitched, unlocking his sword. Neon's cheerful façade had vanished in an instant. She was glaring daggers at him.

"I guess you could say that I'm here to kick your butts, White Fang scum."

Adam held a hand up to stop his henchmen before they charged forward. "You call _us _scum. We of the White Fang, the few who are willing to do what is needed to secure the future of all Faunus, including you… You would call us scum?"

"Oh don't give me that self-righteous BS, Goat Boy," Neon said, her eyes darting to the bull's horns protruding from his hair. He gritted his teeth when he heard that insult, but Neon continued. "I figured out long ago what massive hypocrites you are. You claim to be all about wanting equality, but you don't actually believe in that, do you? You just want an excuse to lash out at the world because life is unfair or some crap like that. Maybe mommy or daddy didn't love you enough, maybe you got bullied when you were a kid. In any case, you think just because life sucks for you that it gives you an excuse to watch the world burn. How about it? Am I on the money?"

Adam took a deep breath through his nose. "Kill her."

The henchmen fired their guns at Neon. In the next second, the park bench fell over with several bullet holes punched through it.

"Touched a nerve, did I?"

Everyone looked to Neon. A second earlier, she had been on that bench. Now, she was standing on the edge of the fountain, hands on her hips and a playful smile on her face.

"Well, let's go!" She beckoned for them to bring it on. "I'm in a bad mood and I need to blow off some steam."

_If this is her in a bad mood, _Adam thought, taking in her playful smile and waving tail, _her good mood must be even more irritating._

The henchmen fired again, but all they managed to hit was stone as Neon literally skated circles around them. All the while, she threw more taunts at them.

"Come on, are you guys even aiming?" she asked, sticking her tongue out.

_Bang bang bang bang!_

"I've seen blind old ladies that shoot better than you can!" she shouted.

_Bang bang bang bang!_

"I'm right here!" she called from the other side of the fountain, smacking her rear end. "Catch me if you can!"

"Stop wasting ammo!" Adam ordered, forcing them to lower their guns. "Get in close!"

Neon watched as they all ran in, save for Adam. She counted eight goons who were about to get served. Her grin widened. Hardly a challenge.

When the first stopped right next to her, aiming to shoot her at point blank range, Neon leapt onto his shoulders. She twisted him around with her feet, kicking his head into the hard stone fountain and knocking him out. The second began firing at her, but she was already gone the moment she touched the ground. Neon kicked him in the back. She had a moment of inspiration and used the self-spinning wheels Penny had given her. The hard rubber dug into the goon's skin, bringing him to his knees with a cry of pain.

She dashed away, spotting the third goon about to attack. She punched the goon in the face, covering the distance between them in less than a second. The third went flying into the fourth and brought them both to the ground.

Neon saw the rest of the goons approaching and laughed. They were lining themselves up perfectly! She revved up her skates and dashed past them all, aiming for her real target. They were tripped up, unable to react to the agile Faunus.

Neon raised her foot and kicked Adam in the face.

… or she would have if his katana hadn't gotten in the way.

Neon raised an eyebrow. She hadn't even seen him move until she was inches away. He was a lot faster than he looked.

Sensing a counterattack, she backflipped away and landed on her feet. Her grin had widened even more.

"Aw, yeah," she said, drawing her nunchaku and flipping them around. "This could be fun!"

"Is this just a game to you?" Adam asked incredulously, putting his sword back in its sheath.

"Yeah, a game that I'm _winning_!" she said, pointing at the henchmen still groaning in pain on the ground. "Come on, is this seriously the best you can do?"

Neon knew she was in trouble when she saw the guy smile.

Adam put his fingers to his mouth and gave a long, loud whistle. As it echoed off the buildings around them, Neon heard something else: footsteps. She turned in all directions and saw people approaching. Every one of them was wearing the White Fang uniform. Soon, she was surrounded by dozens of thugs, each of them pointing a gun at her.

"_This _is the best I can do," Adam said. He laughed at her. "What's wrong? You're shaking like a leaf."

Neon grinned despite herself. "Are you kidding?" she asked, breaking into a cold sweat. "I'm shaking with excitement. Now it's finally an even match!"

"Such bravado," he remarked, hanging his sheathed sword back on his hip. "I wonder how long it will last. Look around you. Do you see all these Faunus gathered here?"

Neon was hesitant to take her eyes off Adam, but she realized it didn't matter. She was in trouble either way. She saw each of them, observed horns and ears and claws, saw the grim determination on their faces.

"Each of them is here," Adam continued, "because they believe they can make a difference. They are here because they believe they can help our people rise above the humans that scoff at us. They are here…" His grin had a certain smugness about it now. "… because they believe in me. We are all here to better the lives of Faunus everywhere, including ungrateful people like you. That is why we are all a bit hesitant to kill one of our own."

"Hesitant to kill one of your own, eh?" Neon asked. She glared daggers at him, her cheerfulness vanishing again. "Hasn't stopped you before. Why let it stop you now?"

"Everyone has a role to play in our rise to power," Adam said. "Every death is a necessary sacrifice for the greater good. But you need not die today. You have three options. One: you can walk away and pretend none of this ever happened." He held out his hand. "Two: you can join us and help the Faunus break free from oppression." He closed his hand into a fist. "And three: you can continue to fight a losing battle against us, and suffer –"

He suddenly frowned, his hand shooting to his katana's hilt. The other White Fang looked around in confusion.

"What's that noise?" one of them asked.

Then Neon heard it too: a faint roaring of an engine, steadily growing louder. And underneath that was…

"An accordion?" she asked.

"Get out of the way!" one of the White Fang shouted. Neon turned just in time to see some of the soldiers getting thrown to the side by something bowling right through them. Neon's smile returned when she saw what it was.

A black and yellow motorcycle barreled through the enemy lines, blasting polka music of all things out of its radio. Its rider turned the vehicle and slid to a stop right next to Neon, giving her a thumbs-up.

"Sal-u-tations, friend!" Penny said with a smile.

"Glad you could make it to the party," Neon greeted. "Polka music?"

Penny shrugged. "Bumblebee said it would make for an entertaining entrance." She looked around at the assembled White Fang, who were now alternating between pointing their guns at each of the two girls. "It seems I've arrived not a moment too soon. Do you require assistance?"

"Nah, I've got this handled," Neon said. "You get in there and help the others. Something big is going down, according to this handsome fella." She winked at Adam again, which only seemed to make him angrier.

"I see," Penny said, getting off the motorcycle and patting it on the handlebars.

"Don't let her inside!" Adam commanded, but Penny was already running past him to the Grand Hall. He drew his sword, but never got the chance to use it. At that moment, Bumblebee did a complete 180 and barreled into him. He fell to the ground, still trying to comprehend the fact that a motorcycle was driving itself. The vehicle once again pushed its way past the line of White Fang and disappeared into the trees.

"They might be expecting someone to come in through the front door," Penny mused to herself. "I will have to use stealth instead!"

In case it wasn't obvious, Penny was not programmed for stealth. She burst through a window, loudly shattering it into pieces. Polka music faded into the distance, leaving everyone but Neon severely confused.

"Now, where were we?" Neon asked as Adam slowly got back to his feet.

"Kill her!" he screamed with rage.

Neon took advantage of the goons still getting their act together after the surprise "attack." She dashed into the crowd through one of the gaps that Bumblebee had left in its wake. Before anyone could react, she leapt up and began using their heads and shoulders as stepping stones.

"Come at me, losers!" she taunted. "I'll take you all on!"

Adam groaned, feeling the beginnings of a headache.

* * *

**A/N: The gang's back together again! I wonder if anyone predicted how Penny and Neon would escape the Manta beforehand?**

**Penny's starting to develop her Semblance further. Now she can get machines to do what she wants with a thought. And how about that dynamic entry? Running people over while blasting polka music... sort of like a certain team of space marines we all know and love?**

**I'm hoping to take Neon down a peg in the coming chapters. She's about to learn that maybe taunting _Adam _of all people was a bad idea. You could say that she messed with the bull and is about to get the horns. Not sorry about that pun.**

**As for Adam himself, like I said earlier, I intend to give him more to do with the Battle for Haven. Looking back on canon, all he really did was fail to blow up a building, fail to beat up Blake and Sun, then run away. For crying out loud, he stood outside doing nothing for almost a full episode! Such a waste of potential if you ask me.**

**As always, I hope you were entertained and I ask that you leave a review with your thoughts and opinions.**

**Next time: Penny's arrival at Haven could not have been more poorly timed. While Emerald Sustrai corrects a mistake, Neon begins to realize she might be in over her head, taking on an entire battalion of White Fang soldiers all by herself.**


	17. Chapter 16: React

**Review Responses**

**TalonScythe: It always makes me happy to hear that someone is enjoying my story. Giving the spotlight to minor characters that don't get much attention in canon is one of my favorite parts of writing fanfiction, so I'm glad you like that aspect!**

**Combine117: It sounds like a joke RT could make on RWBY Chibi, like someone who is allergic to cats sneezes around Blake and has no idea why because she's wearing a bow.**

**merendinoemiliano: Penny makes friends with almost everyone she meets, including machines! And Neon's flirting does serve a purpose, as you will no doubt see in the coming chapters.**

**3-13 Sniper: I am a guy, just to clear up confusion. I hope I won't disappoint when I show what I have planned for Adam this time around. I actually got inspiration for the stealth bit from a somewhat (in)famous Death Note fanfic of all things. Name what it is and you win an imaginary cookie!**

**LordDarthYoda: Nice username there. And I feel like that just proves my point about the White Fang being completely useless in the Battle for Haven and how little they actually contributed to the plot outside of Blake's character growth.**

**This fic has hit OVER NINE THOUSAND views! A huge thanks to all of you dear readers, you rock!**

* * *

Neo blinked, trying to get the spots out of her eyes caused by the blinding white light of a few seconds ago. She took in the aftermath. Vernal had risen to her feet and she and Raven were inching their way towards the statue that no doubt contained the passage to the Vault. Everyone else was too distracted by Weiss's injury to stop them.

"Weiss!"

Neo had almost forgotten that Jaune was here. He made a move to run to her side, but he stopped himself. He looked at Cinder. She was still on her knees, holding onto her left arm as if she was afraid it was about to fall off. She was staring hungrily at Ruby's unconscious body, the Maiden's fire burning in her eye.

Neo caught Jaune's eye. She pointed at him, then urgently pointed at Weiss. Thankfully, he got the message. As he rushed to his friend's side, Neo approached Cinder. The Fall Maiden had gotten to her feet and was very slowly stalking towards Ruby. She held out her hand and a fireball appeared in its palm. Neo pointed her parasol, her finger hovering over the trigger in the handle.

Unfortunately, Jaune was not the only person she was neglecting to notice at the moment.

"Cinder!" Emerald shouted from behind Ruby, staring right at Neo. "Behind you!"

Cinder spun around wildly. Neo jumped over her just in time to dodge the flaming projectile. She landed next to Ruby and stabbed at Emerald. Cinder's lackey was just able to dodge, but that was exactly what Neo wanted. Now that both Cinder and Emerald had backed away from Ruby, she had just enough time to hoist the girl over her shoulder and back away. Neo's short stature made it easy to drape Ruby's arm over her shoulder. Of course, she would never have admitted out loud that her lack of height gave her an advantage, even if she could talk.

Cinder and Emerald approached slowly, since it wasn't like Neo was going anywhere fast.

"Isn't this pathetic?" Cinder said. "You're going to die protecting the one person you have more reason to kill than anyone else. And do you think this will stop your 'new friends' from hating you? Do you think they'll just forget what you've done?"

Neo stopped backing up, more because there was a wall behind her than out of shock. No matter how hard she tried to ignore Cinder's biting words, she still couldn't help but think back to how Ruby's teammates had treated her when she opened up to them. They had rejected her. When they looked at her, they couldn't see anything but a murderous criminal. Not that Neo could blame them, since she had tried to kill them more than once.

"I almost pity you, Neo," Cinder continued. Another fireball formed in her hand. "With Torchwick gone, you'll have no one left to mourn your passing. It's such a shame that no one will miss you."

Neo gauged her options. She could try jumping through the window right next to her, but there was no way she could make it there before Cinder fried her until she was a crispy corpse. She couldn't run around or past her, because Emerald was covering her left while Mercury covered her right.

… Wait, hadn't Mercury been fighting Yang a moment ago?

Right on cue, there was a loud _bang. _Mercury had to jump out of the way of the ensuing explosion. A second later, Yang was standing next to Neo.

"You're not going to lay a hand on either of them," said the blonde. She gave Neo a look of gratitude. The mute smirked at her.

"Three on two?" Mercury asked, carefully stepping around the smoking crater Yang had made. "You sure you can handle –"

The window next to them burst apart before he could finish his sentence.

Penny looked around upon landing. She had entered with a smile on her face, but that quickly faded when she saw Cinder, Mercury, and Emerald all staring right at her.

"So much for stealth," she said. She looked next to her and smiled again. "Neo! You made it after all!" But then she saw the half-conscious girl that Neo was carrying and frowned. Ruby's eyes fluttered open upon hearing the android's voice.

"Penny?" she whispered.

Penny looked away from Ruby and observed the rest of the room. She saw a large, muscular man holding Lionheart up by his shirt collar. On a raised platform, a mustached man was observing her with curiosity. They were quickly forgotten when she saw Oscar and Team JNR huddled around Weiss's still form. From this distance, Penny couldn't tell if the ex-heiress was breathing.

Her hands closed into fists. "Who did this?"

Neo and Yang looked at her in shock. They had never heard Penny speak with such vitriol in her voice before.

"Which one of you hurt my friends?!" She looked between Cinder and her disciples with a wild expression. "Or was it all of you?" They flinched as a dozen swords flew out of her backpack and pointed at each of them accusingly. Then she shook her head. "Never mind, don't answer. I'll fight you all, just to be sure."

Emerald's eyes widened when she saw Penny's choice of weapons. "Wait, you're –"

"OZPIN!"

Everyone's attention was diverted to Hazel, who was glaring at Oscar with pure rage. Lionheart had been dropped to the ground. The boy was slowly backing away from Weiss. He could already tell where this was going, and he didn't want the already injured girl to get caught in the crossfire.

"You thought you could hide from me?!" Hazel demanded, tearing his jacket off to expose more of his arms. He reached into the pouches strapped to his legs and pulled out yellow crystals that Penny recognized as electric Dust.

"You'll pay for what you did," Hazel growled. "You'll die. Over, and over again!"

He raised the crystals and for a moment Penny thought he was going to throw them at Oscar. Then she gasped when he stabbed the Dust into his arms, near his elbows. Even from this distance, she could see his veins begin to pulse and glow with yellow energy.

While everyone else was distracted, Neo realized she had a golden opportunity here. Without making any sudden movements so as not to draw attention to herself, she edged along the wall and got closer to where JNR were still gathered around Weiss.

"Neo?"

The mute looked at Ruby and saw that she was now fully awake. Unsurprising given how much noise Hazel was making with all his screaming and roaring.

"I can walk, it's fine," Ruby said, and Neo let go of her. She held her head in pain. "I remember…" Her eyes widened with panic and she looked at where Weiss was still lying on the ground.

"Weiss!" she screamed. Neo held her ear as Ruby ran over. Why was it that girls with high-pitched voices screamed all the time?

Meanwhile, Cinder was watching Hazel fight Oscar with stunned disbelief. "Ozpin is _here_?"

"That girl is the one from the Vytal Festival," Mercury said quietly so that only his allies could hear.

Cinder nodded. "Keep them from entering the Vault. Make sure Ruby stays alive. And Emerald?"

The green-haired girl looked at her master. "Yes?"

"Make sure the girl _stays _dead this time."

Emerald nodded with grim determination. Cinder ran off to join Raven and Vernal near the Vault's entrance.

Yang and Penny had finally returned to their senses and began chasing after them. Emerald flicked her weapons, wrapping the two girls in chains and dragging them to the ground.

Yang groaned as she rose to her feet. "What took you so long?" she asked Penny.

"I'll explain later," Penny answered, also getting up. "Bumblebee says hi, by the way."

They turned around and got ready to fight Mercury and Emerald. As the criminals approached, the girls began to feel dizzy. Before their eyes, Mercury and Emerald began duplicating. Soon, there was a veritable army of Mercurys and Emeralds marching towards them.

"Duck!" shouted Penny. Yang did so just as Penny spun around and slashed her swords through the enemies. The illusions dissolved instantly while the real ones were thrown aside.

"You deal with the boy," Penny said. "I'll take the girl."

"How come I get the boy?" Yang asked.

"I remember you fighting him at the Vytal Festival," Penny said. "You should already be familiar with his style."

"I've been fighting him since we got here!" Yang protested, but she was smirking. "Maybe this time I'll get to break _both _his legs."

While Mercury was still getting back on his feet, Yang rushed forward and punched him in the face. He went flying, with Yang in hot pursuit. Before Emerald could help her ally, Penny's swords transformed into plasma guns and began shooting at the illusionist. Emerald acted quickly, deflecting the plasma bolts with her knives.

"You should be dead!" she shouted at the android.

"Strangely enough," Penny said, changing her weapons back into swords, "that's the first time anyone's ever said that to me."

Emerald switched her own weapons into pistols and fired at Penny. Penny calmly walked forward, her swords spinning like helicopter blades and protecting her from the gunfire. When Penny was right in front of Emerald, she punched her. Penny stumbled forward as her fist connected with nothing. Emerald's form faded away. Penny felt a sharp pain in the back of her head as a bullet bounced off her Aura. She turned around, her swords slashing at Emerald. Emerald jumped out of the way and kept firing. Penny punched again, and the motion caused her swords to thrust at Emerald. The illusionist launched her chain knives and the blades met in midair, causing them both to bounce harmlessly to the floor.

_She's too agile,_ Penny thought, retracting half of her swords into her backpack. She was now only using six of them. _I need more speed._

She nodded to herself. Now would be as good a time as ever to test out her new gadget. She concentrated on her backpack while blocking Emerald's bullets. Since she was splitting her concentration between the two tasks, Penny couldn't completely protect herself. She winced as more bullets whittled her Aura down little by little. She hoped her gambit paid off.

There was a flash of yellow light in her backpack. The veins of energy on her weapons also began glowing yellow.

"Electric cartridges loaded!" Penny declared. "Engaging Stinger Configuration!"

Emerald stopped firing her guns when she heard Penny's voice, trying to figure out what the android meant by that. She only realized her mistake when Penny sprinted up to her and shot her palm out. A sword darted forward in the blink of an eye, trailing lightning and sparks. It caught Emerald on the shoulder, but she barely got a chance to wince in pain. Penny kept jabbing her palms forward, making the other swords dart at Emerald as well. The criminal was expecting these though, and she was able to avoid most of them. Those blades that did find their mark were only able to make glancing blows.

There was a bigger problem, though. The more Emerald was hit by the blades, the more she felt a numbing sensation spread through her arms. Her eyes widened. The electricity was messing with her nerves even if her Aura was able to stop the energy from burning the skin.

Emerald jumped away from Penny, putting as much distance as she could between them. Penny seemed more energetic, bouncing lightly from foot to foot. No doubt the excess electricity was giving her an energy boost. Her swords hung above her head and lightly waved from side to side. It reminded Emerald of how Tyrian waved his scorpion tail back and forth whenever he got bored.

Emerald noticed something then: a glint of thin metal wire trailing from the swords back into Penny's backpack. She had a flash of malevolent inspiration. She just needed to get close…

"Why are you here?" she asked. Emerald didn't bother asking _how _Penny was here. She was a robot or something, it was probably a simple matter to rebuild her.

"I am here to help my friends," Penny said, giving a few quick jabs with her fists. The swords floating behind her copied the movements and stabbed at the air.

"Do you even know what's going on?" Emerald asked, slowly circling around Penny. "You don't even know who _I _am, do you?"

"I know that you are evil, and that is enough!" At this, Penny's swords changed into guns. They each fired lightning lasers at Emerald. The illusionist ducked behind a pillar, letting the electricity fly past.

"Maybe this will give you a hint," Emerald said.

Penny frowned in confusion. Then she gasped.

Someone was stepping out from behind the pillar. But it was _not _Emerald.

This girl had bright red hair tied up in a ponytail and wore bronze body armor. She carried a sword and shield, and her bright green eyes were filled with a certain intensity.

Penny knew that face well. It was the face of her killer.

Pyrrha ran right at Penny, snapping the android out of her daze. She threw one of her swords to intercept the charge. Too late, she realized that this was a trick. As the sword passed through empty air and dissolved the illusion, Emerald grabbed it before Penny could reel it back in. Emerald then ran up behind Penny, wrapping the sword's wire around her left arm. Penny cried out, feeling the string tightening around her and digging into her skin.

"Feels familiar, doesn't it?" Emerald asked. "This must be exactly what you felt when Pyrrha Nikos sliced you apart with your own weapons."

Penny was too paralyzed with fear to retaliate. All rational thought was overshadowed by that awful memory replaying itself over and over in her head.

"I'll let you in on a little secret," Emerald said. She leaned in close and whispered in Penny's ear.

"_I made her kill you."_

Emerald yanked back on the sword and tightened the wire as far as it would go.

* * *

Mercury backflipped through the air and managed to land on his feet. Yang did not give him any breathing room. She was on him in seconds, rapidly punching with the force of a full-grown Ursa. Mercury moved his body back and forth, trying to ensure that all he felt from the blows was a rush of wind as they harmlessly passed by. Eventually, he got tired of dodging and kicked Yang in the shin. She stumbled back, only to feel the wind get kicked out of her.

"You know, your mom came all this way and you didn't even bother saying hello," Mercury said mockingly, walking up to Yang as she tried to catch her breath. "Do I sense some tough love going on there?"

Yang felt her hand begin to shake, but she took a deep breath and suppressed it. Mercury realized too late that Yang wasn't as disoriented as she seemed. He tried to jump back, but he was still caught in the stomach by another punch.

Yang knew what Mercury was trying to do. He was getting her worked up, making her fight sloppily. That might have worked if she was still a first-year student at Beacon. Yang remembered it did work when she and Neo fought on that train. But the blonde brawler had grown up quite a bit since then. Mercury wanted to rile her up? Well, two could play at that game.

Mercury stood up straight with a grin. "You're not as fast as I remember. Maybe you should give that arm of yours a tune-up."

Yang grinned right back. "You're a bit slow yourself. Maybe _you're _the one who needs a tune-up. Or would that be a _leg _up in your case?"

Mercury blinked. "Did… did you just –"

Yang punched a bullet at him, which he only just managed to dodge.

"Why do you keep running away?" Yang asked. "Don't tell me you're getting _cold feet_."

Mercury glared and kicked some bullets of his own. Yang raised her metal arm and blocked the explosive rounds. Her form was obscured by smoke.

"You're rather cheerful," Mercury remarked, hesitantly stepping forward, "considering what you've been through."

Yang walked out of the smoke, completely unscathed. She shrugged. "I tried being a basket case. But then my friend had to _put her foot down._"

Mercury dashed forward, stood on one leg, and unleashed a flurry of kicks. Yang intercepted each blow with a punch of her own. She wasn't sure how Mercury was able to balance himself like that for so long. Maybe it was a metal leg thing. Speaking of which…

"Don't tire yourself out," Yang said. Her grin just would not go away. "You already look like you've got _one foot in the grave!_"

"Would you SHUT UP?!" Mercury punctuated this shout with a roundhouse kick. Yang caught his foot just before it connected with the side of her head. He almost lost his balance.

"Gotcha." Using all her immense strength, Yang turned and threw Mercury into the air.

He landed with a painful thud on the raised platform. After a moment, he pushed himself back up with a groan.

"Having some girl trouble, Mr. Black?"

Mercury looked up in shock. "You're _still _here, Doc?"

Arthur Watts had barely moved from his spot on the raised platform since they arrived. He looked down on Mercury with a smug grin. "Of course I'm still here. I wouldn't miss this fight for anything."

"You could always _help, _you know," Mercury said, stumbling to his feet.

"Lady Salem's orders were to observe and ensure that nothing went wrong," Watts said. "Since Cinder is on her way to the Vault, I'd say that things are going just as planned." He went back to observing Penny and Emerald's fight with great interest. "Besides, there are more important things that need my attention. Compared to everything else that's happening here, your little scuffle barely warrants a footnote." His eyes widened in horror. "Oh dear, I think Xiao Long is contagious."

Mercury yelled in frustration and jumped off the platform, intercepting Yang and stopping her from running into the Vault's elevator.

_Cinder better hurry it up down there, _Mercury thought as he avoided another punch. _I don't know how much more of this I can stand. _Then it was his turn to look horrified. _Damn, Watts was right. Now she's got _me _doing it._

* * *

Emerald stumbled to the ground. She had received no resistance from pulling the wires and it had thrown her off balance. She looked up and gasped.

"WHAT?!" she yelled in frustration.

This galvanized Penny into action. She turned around and kicked Emerald in the face, sending her sliding along the ground.

Penny smirked and wagged her finger. With her left hand. Because it was still attached to her body.

"Did you really think my father would build me with the same design flaw twice in a row?" Penny asked.

Dazed, Emerald looked back and forth between the (surprisingly heavy) short sword in her hand and its owner. The blade wasn't lit up anymore like the others floating behind Penny. In fact, upon close inspection, she realized that it had detached itself from the wire connecting it to the backpack.

"A failsafe program in case a situation such as this came up again," Penny said. "Now, where were we…"

Emerald growled and throwed the sword at Penny. It clattered to the ground right next to her.

"Thank you for retrieving that for me," Penny said, picking up the blade. Before she could replace it in her backpack, she raised it to block Emerald's next strike.

"Oh, I remember now!" Penny realized. "What exactly did you mean when you said that you _made _Pyrrha kill me?"

"Don't you get it?" Emerald asked. She tried pushing Penny back, but it was like trying to move a brick wall with her bare hands. The android was too strong and sturdy for such a tactic to work. "I used my illusions to manipulate Nikos into murdering you! If anything, _I'm _the person who's _really _responsible for your death!"

Emerald yelped in pain and jumped back. One of Penny's swords had hit her shoulder again. That numbing sensation was intensifying. Pretty soon, she would lose all feeling in her arms.

"I see," Penny said, looking rather pensive. "So, Pyrrha Nikos was being manipulated from the shadows. It's good to know that she didn't kill me out of genuine malice. Thank you for clearing the air."

"Are you kidding me?!" Emerald shouted in frustration. "What the hell kind of reaction is that?!"

"Is that not how I'm supposed to react to being introduced to my killer?" Penny asked, genuinely concerned. "I'm sorry, I'm not used to huge revelations like this."

"You're supposed to be paralyzed with fear!" Emerald shouted, switching her weapons into guns. "Mad with rage! Anything but _thanking me!"_

"Why would I be frightened or angry?" Penny asked. "I know you've done horrible things, but that doesn't mean you're a horrible person. Everyone has a reason for what they do, and I'm sure you have yours."

"Ugh, how can one person be so ridiculously naïve?!" Emerald raised her guns. There was a loud _bang_. Penny formed her swords into a makeshift shield, but then she realized that the gunshot didn't come from Emerald. The illusionist was on the ground, clutching her shoulder in pain.

There was a series of clicks and metallic shifting noises. Penny looked to her left and smiled.

"Ruby!" Penny greeted.

Ruby merely nodded at the android, an expression of grim determination on her face as her weapon switched back to scythe mode. Penny's cheer diminished slightly upon seeing her friend's mental state.

Emerald saw a hand offering help. She took it and rose to meet Mercury's gaze.

"Why isn't Xiao Long taken care of?" Emerald demanded.

Mercury's eyes were filled with frustration, mirroring his companion quite well. "I'm working on it. We need to step up our game." Then he realized what he said. "Oh, come on!"

"What's the matter, Mercury?" Yang asked, approaching Penny from the left and still grinning. "Tired of getting _kicked around?_"

"STOP IT ALREADY!" he screamed back.

Yang looked to the side, and her smile faded when she saw her sister's sour expression. "Sis?"

"Don't worry about Weiss," Ruby said, not taking her eyes off their opponents. "Jaune and Neo are taking care of her."

Penny and Yang looked at where the ex-heiress was still lying down. Her eyes were now open and looking around wildly, which must have been a good sign. Nora and Ren were no longer there, busy protecting Oscar/Ozpin from Hazel's wrath. Jaune had his hands over the wound in Weiss's stomach, a strange light pouring from him into her. Neo was standing between them and the rest of the action, her parasol held in front of her like a shield. She noticed Penny looking at her and waved, which Penny heartily returned.

"What about you?" Yang asked. "Are you okay?"

"No," Ruby said, her glare intensifying. "I'm angry."

* * *

Neon would never admit it out loud, but dodging bullets was not as easy as she made it look.

She never stopped moving. The skater would dash behind a building, but that would only buy her only a few seconds of rest. In moments, the White Fang goons would close in on her and fire again. Then she would start the process all over again. This dynamic couldn't last. For as swift as Neon was, even she couldn't run forever. She would tire out eventually, and then she'd be at their mercy.

It wasn't exactly like she could just run away. If the thugs weren't thinking about trying to shoot her to bits, then they might begin to realize that they outnumbered her friends by a great deal. She needed to keep them occupied for Penny's and the others' sakes. That being said, she could use a break to think clearly...

Thoughts of her friends caused Neon's gaze to drift to the Grand Hall. An idea formed in her head.

_How fast do I have to go to run up a building?_ she thought, weaving around more gunfire. _Probably a heck of a lot faster than 30 meters per second._

There were two CCT towers next to the Grand Hall. If she could run up one of them and jump off the wall onto the roof of the building, she could find some cover and collect her thoughts.

Of course, that was _if _she could get up there.

_Of course I can,_ Neon thought, pushing her doubts away. _I'm the fastest thing alive!_

She dashed forward, past the goons, around the fountain, and waved to Adam as she passed him by. She felt that euphoric sense of the wind rushing past her face. When she was only a few feet away, she turned her foot to step on the wall.

Then she kept going. Up. She made it halfway up the tower before she decided to leap off. Neon didn't realize how high up she had gotten until she was looking down on the White Fang from above. They looked like little toy soldiers, running around and trying to get a clear shot at her.

Then Neon made it to the Grand Hall's roof and her view was obscured. She landed on her feet (of course) and slid to a stop, hiding behind a wall for cover.

"Did you see that?" she heard a voice ask in amazement. "She just ran up a wall!"

"Focus!" commanded another voice Neon recognized as the bad boy with the katana. "Go around and get a clear shot at her. _Don't _let her escape and call for help!"

Neon wiped sweat off her forehead. She didn't have much time, but it was enough to catch her breath.

"I think I've bit off more than I can chew here," she said to herself between gasps for air. She peeked around the wall to see some of the goons marching around the Grand Hall, looking up and down the walls to find her. "Maybe I really _can't _take them all on." She sighed. "Thank gods no one was around to hear me say that, or my rep would be in real danger."

Then Neon got a tingling sensation down her spine. The feeling of being watched. She looked around wildly, but it turned out the eavesdropper was right next to her.

Standing to her right was what looked like a shadow with a pair of gray-blue eyes. Then the shadow's skin changed color until Neon was looking at a tan-skinned girl with a sword on her hip and strange rectangular freckles all over her body.

Neon immediately pulled out her nunchaku again.

"No, stop!" the stranger whispered, putting up a hand to placate the skater. "I'm not with them, I'm not going to hurt you!"

Neon narrowed her eyes with skepticism. "You're _not _with the White Fang, then?"

"No," the stranger said. "Well, not since yesterday. My name is Ilia, and I'm trying to disarm all these bombs that they put up here."

At that moment, Neon noticed a clump of torn wires in Ilia's hand. Directly behind her was one of the boxes Neon had seen the White Fang carrying earlier. A panel was broken off and the wires inside were all broken.

"I thought that you only had to cut the red wire in a bomb?" Neon asked.

"I think it's different for each individual bomb," Ilia said. "I didn't know, so I just tore them all out to be safe."

"That sounds like an incredibly risky and dangerous move," Neon said. Then she smiled. "I like it!"

"Over there, I think I heard something!"

Their faces were filled with panic when they heard the White Fang henchman shout that.

"Listen, I only have a few more to go," Ilia said. "You don't have to hold them off for much longer. Just keep them at bay, backup will be here soon!"

Neon realized that she didn't have time to argue, nor did she have time to ask what Ilia meant by "backup." "If you say so. Lucky for you, distracting people is my specialty!" Neon put a hand on Ilia's shoulder. Her expression was suddenly very serious. "And you better not tell anyone what you overheard, or else!"

Ilia was confused, but she nodded anyway. She melted into the shadows again, and then she was gone.

Neon took a deep breath. "You got this," she said to herself. "Never miss a beat. Never miss a beat." She repeated her mantra a few more times as she sidled around the wall and into view of the White Fang goons.

"Here I am, morons!" she called, catching the attention of everyone. "Let's dance!"

She jumped off the roof and started the whole thing over again.

Ilia shook her head as she worked on another bomb. "Who the heck is that girl, anyway?"

* * *

Yang rose her fists to block more of Mercury's kicks. She felt a tug on her midsection, but realized too late what it meant. Emerald's chains pulled her to the ground. Mercury rose his foot to kick Yang's teeth in.

"Any last words, Blondie?" he asked.

Yang spat in his direction. "Yeah, I'd hate to be in your _shoes _right now."

"THAT'S IT!" Mercury shouted. He never got the chance to retaliate. There was another loud _bang _and he fell to the ground with a cry of pain. Ruby leapt in to take his place, the barrel of her sniper rifle still smoking.

Emerald moved to pull Yang closer, but it was no use. Her arms were getting tired and pained from Penny's constant electric assault. Speaking of which…

"Stop hurting my friends!" Penny shouted, running up to Emerald and punching her in the face. Emerald flew through the air, her chains leaving Yang's body and back to her. Mercury saw this and sprinted over to help his ally to her feet.

"Just give up already," Ruby said, swinging her scythe around to face the criminals. The three of them were now standing side-by-side again. "Your Auras are bound to be running low. And besides, we outnumber you!"

Emerald scowled her. "Is that what you think?"

The three friends blinked and suddenly there were more Mercurys and Emeralds there. Then twice as many more. Within moments, there were too many to count. They were completely surrounded.

"Sis, when has saying that _ever _worked out in someone's favor?" Yang asked.

"Sorry," Ruby said sheepishly. "I got caught up in the moment."

One of the Mercurys did a running jump, aiming to kick Ruby in the face. She sliced through him and he turned into smoke. One of the Emeralds shot Penny in the back and she fell forward. Yang fired at her, but it was another fake. The girls continued to put up a valiant effort to defend themselves, but they were always being outsmarted. The real Mercury would dash in for a quick attack, only to blend in with the crowd of fakes again. Emerald would shoot at them, but the bullets would always come from a row of other Emeralds. The air was soon filled with the smell of smoke from gunfire and the ground covered in bullet casings.

"This is getting us nowhere!" Yang shouted, punching another Emerald clone out of existence. "We can't let them stay _one step ahead_!"

"SHUT UP!" all the Mercurys yelled at once.

"We need to find the real Emerald," Ruby said, slicing through another Mercury clone. "If we can break her concentration, the illusion will go away!"

Penny nodded, setting her analytic mind to work. The real Emerald would no doubt look very tired and weak from keeping up the trick for so long. She just needed to find her among a sea of identical-looking copies.

There! That one's movements were more sluggish, especially around the arms. Her face was glistening with sweat and her teeth were gritted.

"Found you!" Penny shouted, throwing one of her swords at Emerald.

Emerald's eyes widened when she saw the attack coming and ducked. The sword stopped right above her and sliced down. Emerald screamed in pain, feeling the tingling electricity spread through her whole body. Within seconds, all the copies of her and Mercury faded away. The three girls breathed a sigh of relief. Then they all looked up at Emerald, but Mercury had moved to stand between them.

"You're not gonna –"

_Clap. Clap. Clap._

They all looked towards the source of the slow clapping defensively.

"Excellent job, picking out the real Emerald under so much pressure," Watts said as he descended the stairs. "You really are as exceptional as I thought you were."

Penny, Ruby, and Yang all turned their weapons to point at him.

"So, you finally decided to help, Doc?" Mercury asked.

"I'm not helping _you,_" Watts said with a sneer. He turned and smiled at Penny. "I'm helping _myself _to this girl's secrets."

Penny stopped herself from taking a step away from the man. She didn't like the way he was looking at her. He looked like her father whenever he wanted to dismantle a machine to see its inner workings. It wasn't a look she liked being used on her.

Watts put his hands behind his back. "You know, when Cinder first sent me your schematics a year ago, I could hardly believe what I was seeing. I mean, I knew that old fool Marion was so determined to have a child, but I never thought he would go so far as to _build _one himself."

He stopped in his tracks when Yang and Ruby blocked his way.

"You're not getting near her," Ruby said, pointing her scythe at him.

Watts glared at them. "It's rude to interrupt people when they're talking."

Before either of them could react, he grabbed Ruby's scythe by the blade and smashed her into Yang. They both fell to the ground with a cry of pain and surprise. The man was much stronger than he looked. Watts carefully stepped over them as they tried to collect themselves. Penny really did step away this time, one step back to match every one of his steps forward.

"I was so disappointed when the Nikos girl sliced you apart," Watts continued. "I was hoping I would have the opportunity to analyze you. I was eager to learn exactly how Marion created an artificial Aura."

Penny was stopped by a pillar. Her Aura Furnace was pulsing with fear.

"You're Arthur Watts," Penny said, her swords raised to defend herself.

"That's _Doctor _Watts," he responded, finally stopping. "I didn't earn a PhD for nothing, you know."

"My father told me about you," Penny said. "He told me you're a dangerous criminal. But I'm not scared of you."

"No?" Watts asked, stroking his mustache. "And why is that?"

"Because I made a promise to my father that I would come back home in one piece," Penny said. "So I won't let you kill me."

"Kill you?" Watts asked. He chuckled in genuine amusement. "My poor deluded child, I don't intend to take your life."

Penny tilted her head in confusion. "You don't?"

"No, of course not." He gave Penny an awful grin, and the android's fear intensified. "I intend to take you back to my home, study you. Find out what makes you tick, as the saying goes."

"What would you need to know that for?" Penny asked. Then something caught her eye and she looked past Watts and saw that Yang and Ruby were rising to their feet. But they wouldn't stay that way for long…

"Yang! Ruby! Look out!" Penny pointed at something beyond them.

The two girls looked where Penny was pointing and gasped. They both dove out of the way as something big flew past them, crashing right through the front door…

* * *

For what must have been the hundredth time, Neon roundhouse kicked another White Fang goon in the head.

She was really in trouble now. Her endurance was far better than the norm, but it wasn't infinite. Her breathing was getting heavier and her face was glistening with sweat. With every White Fang henchman she took down, her energy was that much closer to running out. Worse, she didn't know when she would reach her limit. She never bothered to measure how long she could skate for.

She cringed as she froze another goon's foot to the ground with her nunchaku. When had she gotten concerned over her limits? After all, it was just like she had told Yang days ago. _If you don't know your own limits, it makes them that much easier to break._

"Never miss a beat, never miss a beat," she chanted as she dodged past another row of thugs. "Never miss a beat, never miss a –"

She felt a sharp pain in her side and went tumbling to the ground. She slid to a stop at the foot of the steps in front of the Grand Hall.

Adam casually approached, inspecting his blood-red blade with a smug expression. "You're fast, girl, I'll give you that. But I'm better in every other way."

Neon cursed under her breath. She had been so intent on distracting the other White Fang members that she had almost forgotten about their leader. She had been careless, and it had cost her.

"Did you really think that you could've taken us all down by yourself?" he asked, leveling his sword at Neon's face.

Neon looked past him. It looked like half of the henchmen were either trying to extract their feet from blocks of ice or covered in bruises and groaning in pain.

"Well, if you had just let me finish," she said, clutching her side where Adam had tagged her with his katana, "I would've shown that yes, I really could have. I really am that awesome, you know."

Adam regarded her for a moment. "I've never met someone with such a big ego."

"It's all just part of my charm," Neon said. "I take it charm is something you're not too familiar with?"

"Or," Adam said, ignoring the insult, "maybe you're compensating for something."

Neon tilted her head. "Huh?"

"Maybe you realize how little you matter compared to everyone else around you," Adam said. "And maybe you're trying to compensate by making yourself seem more important. What are you even doing here? You're not a Maiden. You're not from the White Fang. I doubt you have a real personal stake in this conflict beyond some petty grudge against my organization. If you were removed from this fight, nothing would be lost. Nothing would be gained. You are nothing."

Neon scowled. This guy didn't know her. Where did he get off telling her how she felt? His words were just generic insults meant to demoralize her. They didn't really mean anything.

So why did they sting so much?

"Do you know what that makes you?" Adam asked.

Neon drew breath to speak but stopped when she saw Adam raise his sword. He was poised to slice her head right off.

"Expendable."

Something happened then that made Neon realize she was the luckiest girl in Remnant.

Just as Adam was about to end the battle for good, a massive humanoid shape crashed through the front door of the Grand Hall, reducing it to splinters. The shape tumbled along the ground until it hit the wall of the fountain.

Adam lowered his sword. He recognized the huge man as Hazel, the one who had brought the White Fang here in the first place. He took a step to help him up but stopped when Hazel held up a hand and helped himself to his feet.

"What's going on in there?" Adam demanded.

"**None of your concern,"** Hazel replied. His voice had a deep reverb to it that made it sound like there was more than one of him.

As Hazel reached for something in his pocket, Neon took advantage of the distraction to inconspicuously crawl away. As she did, she looked inside. She could see Ruby and Yang fighting with a green-haired girl and a gray-haired boy. Qrow was fighting a Faunus that must have been Lionheart. Neo was standing near Jaune, who was bent over Weiss's body and seemed to be pressing something into her stomach. Ren and Oscar were looking at Nora like she had just eaten an entire fridge full of pancakes in one bite. Her hammer was still sparking.

Neon frowned. She couldn't see Penny anywhere. She hoped that it was just that the new hole in the wall gave her the wrong angle to see her.

She was snapped out of her observations when she heard a deep roar that seemed to shake the earth. She looked back at the huge man and saw that he had injected himself with two Dust crystals in each arm: one electric and one fire. No wonder he was roaring so loud.

"Where do you think you're going?"

Neon gulped nervously when she saw Adam getting closer. He was slowly raising his katana above his head…

"ADAM!"

All eyes turned to the source of a new voice. Standing on top of a building opposite the Grand Hall was another intruder. The Faunus used their night vision to see more of her than a human like Hazel could, but the distance still made it difficult to pick out minute details. All that most of them could see was a long white jacket, flowing black hair, and two triangular shapes poking out of said hair.

Cat ears.

That was all that Adam needed to see to know who this was.

"Blake?" he asked in a barely audible voice.

Neon laughed. "No way! You mean I'm not the only cat girl in your life? I thought what we had was special!"

Adam looked all around. Hazel was staring at him expectantly. Neon was giving him a teasing grin. It was difficult to tell what Blake was thinking from so far away, but he could practically feel the anger seeping off her as she looked down on him.

Adam sighed. His headache had officially turned into a migraine.

* * *

**A/N: He should probably take some Tylenol for that.**

**Turns out I did manage to squeeze in Yang's rematch with Mercury after all! I really got a _kick _out of writing that scene. Lots of fancy _foot_work. Let's hope neither of them _kick _the bucket any time soon, though. Sorry, sorry, I'll stop.**

**Penny's fight with Emerald was equally amusing to write. Emerald was trying desperately to play her mind games with Penny (and I'm not just talking about illusions), but our favorite robot girl is just too sweet and innocent for them to affect her. **

**I wanted to write Neon's segment to get inside her head a bit. She boasts and brags all the time about how awesome she is, but inside she's just as conflicted and doubtful as any other human being/Faunus. Is there any truth behind Adam's words to her? Only time will tell.**

**Another huge thanks to everyone who reads this story! You guys are part of the reason I keep writing! As always, please leave a review with your thoughts and opinions.**

**Next Time: Backup has arrived, but Neon is far from done with Adam Taurus. She won't let him run away from justice, not after what the White Fang has done.**


	18. Chapter 17: Resentment

**Review Responses**

**merendinoemiliano: I'll take your adivce into consideration when writing the next chapter**

**Combine117: Oh dear. I've created a monster.**

**LordDarthYoda: The way I see it, Semblances are tied to Aura. Penny has Aura just like everyone else, so I doubt there would be any defenses for the illusions.**

**3-13 Sniper: I didn't even think about the DBZA reference, but it does fit quite well now that you mention it. And yeah, Yang being such a downer is one of my least favorite parts of current RWBY. I mean yeah, she's been through a lot, but that doesn't mean she has to become a comletely different character as a result.**

**GreenTheRyno: I'm glad you like Neon's inclusion, because this chapter has quite a bit of her.**

**Xemtlenc: I'm not going to respond to all of your reviews in this one post, but I can talk about them to you in a private message if you'd like. I would like to draw attention to your review of chapter 12, though, because I did actually think about that problem when I was first writing it. I couldn't think of a way to fix it so that Weiss _and _Neon get to talk to Yang, but you've given me some ideas. I might go back and edit that chapter now when this story is over. This is precisely why I ask for reviews! Thanks.**

**Guests: Strange, I keep putting unintentional references into this story. And I really should've seen this coming when I brought up all the leg puns...**

**Liamo000: Yeah, _really _should've seen this coming.**

**Went back to rewatch a Volume 3 episode to better write a fight scene in this chapter. Man, I miss when this show was just about a bunch of kids beating each other up. That didn't sound as weird in my head...**

* * *

Adam stared up at Blake.

He could hardly believe his luck.

"**Who is that?" **Hazel asked with indignation.

Blake frowned at the gathering before her. So many misguided Faunus were pointing their weapons at her. It wasn't too long ago that she had been in their position. A few years back, she'd have defended Adam like they were now without hesitation.

So much had changed since then.

"Stand down!" she called.

"Wait!" Adam said, signaling for his comrades to back off. Then the bull Faunus realized something. He had no reason to fear Blake Belladonna. It was quite the opposite, in fact. He was greatly amused.

Adam's laughter filled the courtyard as he approached the building Blake was perched on. "To think I went through so much trouble to find you, only to have you deliver yourself to me!" With Blake here, he could finally rid himself of the nuisance that was the Belladonna family with his own hands. Once she was disposed of, it would be a simple matter of bringing the might of the entire White Fang down on the rest of her family like a hammer crushing an anthill.

He told himself that this wasn't just petty revenge on his part. What he was doing was for the good of all Faunus. If Blake couldn't see that, then she had no part in the new world he would create for the White Fang.

Blake glared at Adam for a moment longer before turning her gaze on the rest of the White Fang. "This isn't what's right for the Faunus! Stop what you're doing, and we can end this peacefully!"

Adam raised his sword to point at her. "You're wrong, Blake. And you can't stop us."

"No, I can't," Blake replied. "Not by myself."

Neon, who had risen to her feet when Adam stopped paying attention to her, smiled when she heard those words. She already knew where this was going.

"That's why she didn't come alone!"

Everyone turned to the new voice. Stepping out of the trees to the east was a new army. There were dozens of Faunus, but these did not wear masks or carry guns. They held spears and shields emblazoned with the symbol of the old White Fang: a white wolf's bowed head encased in a circle. Leading them was a monkey Faunus with tan skin and spiky blond hair armed with a bo staff. He was giving the White Fang a challenging grin that made Neon think she was looking in a mirror.

"What?!" Adam asked. He recognized some of these people. They were citizens of Menagerie, the country of the Faunus.

"Who's there?" called one of the White Fang on the west side of the courtyard. Adam's head snapped in the direction so fast he almost got whiplash.

"Your brothers and sisters," said the deep voice of the man leading a second, equally large group of Faunus out of the woods. He had a full beard and fur on his bare chest. Adam knew who he was immediately: Ghira Belladonna, leader of Menagerie and Blake's father.

Adam looked around. Some of his troops were hesitantly lowering their weapons. Some said the names of family and friends they recognized in the crowd. All of them were slowly backing up, bunching together as the Faunus militia made them fall back. Adam clenched his fists. He was losing momentum.

"Make no mistake, brothers! These are our _enemies!_" he said. "And we will _not _let them ruin –"

There was a loud repeating beep. Searchlights suddenly shined down from the sky. Adam and the Fang looked up, shielding their eyes from the harsh light.

Hovering above them were airships. Adam counted three of them, all shining their searchlights down on his group. And he could easily recognize who they belonged to.

"Adam Taurus!" echoed a voice over one of the airship's loudspeakers. "This is the Mistral Police Force! Lower your weapons and surrender peacefully!"

Adam looked wildly between the Faunus on the ground and the law enforcement in the air. "How?!" he demanded. "How did you do this?!" He looked up at Blake, but she had dropped down from her perch. From the ground, it was easier to see how she was feeling. Her shoulders were squared, showing her grim determination. At the same time, her expression was one of muted sadness and regret. She didn't like what was happening, but she wouldn't be stopping any time soon.

"Adam," she said, shaking her head. "It's over."

Adam took one last look around. The Menagerie militia had him and his comrades surrounded from the east, west, and south. To the north lay the Grand Hall, where the battle for the Relic of Knowledge was still ongoing. The police airships continued to hover above, shining down searchlights like spotlights in a stage play. He was cornered from all angles, even from above. There was no escape.

He had no choice. He sheathed his sword and reached for something on his belt. He held the object up for all to see.

A remote detonator.

"Then it's over for all of us."

Some of the White Fang around him panicked, noticing the desperate move he was about to make. But they were too slow to stop him.

There was a climactic _click _as his thumb slammed down on the detonator.

Then there was an _anti_climactic moment of nothing happening.

Adam frowned in confusion. He pressed the button a few more times, eliciting another click each time.

"What are you doing?" one of his allies asked. "Trying to get us all killed?"

Adam threw aside the useless detonator and grabbed the thug by his shirt collar. "I AM MAKING HUMANITY PAYFOR WHAT THEY'VE DONE!" he screamed.

Neon resisted the urge to laugh. Suddenly, the terrifying revolutionary had transformed into a toddler upset that his favorite toy was broken.

"We sent someone over to confirm your explosives," Blake said, regaining Adam's attention. "And, once we did, _she _disarmed them."

Adam followed her gaze to the roof of the Grand Hall. He couldn't see anything unusual at first. Then, someone seemed to melt out of the shadows.

Ilia Amitola. One of his most loyal lieutenants. Holding the severed wires of his bombs in her hand.

With nowhere else to turn, he looked to Hazel, the man who had brought them all here. "What do we do?"

Hazel cracked his knuckles. **"This is your business. Not mine. **_**Fix it."**_

Adam was taken aback. _Fix it?_ Hazel might as well have asked him to count every individual grain of sand on a beach.

"I told you, Adam," Blake said. "It's _over._"

Adam stared at her. His fists were clenched so hard that they were shaking. All his plans were falling apart. He was blinded by rage. His mind was clouded. He could think of only one thing.

Revenge.

He let out a frustrated yell and charged at Blake. None of his comrades moved to stop him, fearing what would happen if they stood in the way of his blind wrath.

Blake didn't even move when he took hold of his katana's handle. She let him run up and slice right through her…

… afterimage.

Adam's strike was clumsy at best. He was left wide open. He looked helplessly to his right, watching Blake raise her hands above her head.

Pouring all of her resentment and regret into one focused strike, she smashed her fists into Adam's back and sent him rolling along the ground.

There was silence. No one made a move as Adam slowly rose to his hands and knees.

Then, with two screamed words, Adam sent everything into chaos.

"KILL THEM!"

The White Fang, unwilling to argue with their raging leader, raised their weapons and fired into the crowd. The Menagerie militia charged, their shields raised to block the bullets and their blunted spears pointed forward for attack. Everyone was fighting for their life.

And Neon hated being left out.

She dashed in front of Hazel with a flash of rainbow light. She gave the big man a challenging smirk and flipped her nunchaku around. "Looks like it's just you and me, big guy!"

Hazel frowned at her. **"I don't have any quarrel with you."**

"Ooo, what's wrong? Intimidated by my coolness factor?" Neon asked.

"**Listen to me. You don't want –"**

His words were cut off and replaced with a strangled yell. A huge white spike drove through the man's midsection and unceremoniously yanked him back into the Grand Hall.

"I'm listening," Neon said with a hand cupped around her ear.

She began tapping her foot. The White Fang had forgotten about her and shifted their attention to the Menagerie militia. Most people would have taken advantage of that fact to rest and let others fight for once. Neon, however, was impatient and itching to find something else to do.

"Are you okay?"

Neon turned and saw Blake standing there, giving her a concerned look.

"Course I am," Neon said, giving the other cat Faunus a thumbs up. "Why do you ask?"

"I saw you fighting," Blake said. "You had to deal with Adam and the White Fang all on your own."

"I know, right? Easily the most fun I've had in a while," Neon said. She sized up the other girl. "So, you're Blake Belladonna? I've heard a bit about you."

"You have?" Blake asked. "From who?"

Neon jabbed her thumb towards the Grand Hall. "Why don't you go in there and see for yourself?"

Blake looked puzzled, but she ran past Neon anyway. With Blake gone, Neon noticed something else happening and dashed in that direction.

The monkey Faunus she had seen earlier was jumping around, smacking everyone he could reach with his bo staff. Neon was shocked to find that a lot of his moves mirrored her own tactics: jumping on people's shoulders, tripping them up, flipping around to dodge attacks. Of course, Neon knew that she was way better, but it was still cool to see someone else who fought like she did.

"Save some for me, will ya?" called Neon as she approached.

The monkey Faunus turned in her direction. The thug he was fighting took advantage of this brief moment of distraction and raised his knife. Before he could even take one step towards his opponent, Neon skated around and tripped her up with a leg sweep.

The monkey Faunus twirled his staff around and grinned. "Looks to me like you've had plenty already. I'm guessing you're the chick that gave these guys all their bruises?"

"Yeah, I've been known to leave an impression on people," Neon said. "Like my foot in their face!" She dashed past the guy again and kicked another White Fang in the face. She turned around and offered her hand to shake. "Name's Neon, by the way."

"I'm Sun," he introduced. He surprised Neon again by shaking her hand with his tail.

"Whoa, how did you do that?" Neon asked in genuine amazement.

"Lots of practice," he said. Then he noticed something over Neon's shoulder and grinned. "Go long!"

Before Neon could respond, Sun twisted around and threw her at an approaching thug. Neon crashed headlong into the guy, but she was able to turn that into a flip so she could land on her feet.

"What was that for?" Neon asked with a pout.

"Hey, you landed on your feet, didn't you?" he replied. "You look like you know how to stay on your toes." He turned around and continued fighting more thugs.

When he wasn't looking, Neon's pout turned into a smirk. "Oh, he _is _good." Then she too jumped back into the fray.

The conflict was incredibly short-lived. The White Fang, already tired out from having to try (and fail) to catch Neon, was ill-prepared for such a massive force to attack them so suddenly. This was compounded by the fact that many were forced to fight their own family and friends, seeing as how most of the White Fang were from Menagerie themselves. Some didn't even bother fighting back and just dropped their weapons the moment they were confronted.

And all the while, Adam watched on with increasing fury. Fury that only intensified when Blake approached him. She didn't even have her weapon drawn.

"I'm going to make you regret ever coming back," he growled, rising to his feet.

Blake was completely unfazed. "More police are on their way, Adam. Huntsmen, too."

Adam laughed bitterly. "Still too afraid to face me on your own."

"I'm here for Haven," she said. "Not you."

There it was. Six words that she knew would rile him up. Because if there was one thing that a person as conceited as Adam hated, it was being told that he wasn't the center of every conflict.

With gritted teeth, Adam drew his katana in his left hand and his sheath in the other. As the sheath morphed into a gun, Blake drew her own sword.

"Heh. You _are_ still afraid," Adam insisted, his smug grim returning. "And you should be. I've made powerful friends while you've been away."

"Oh yeah?"

Adam turned to the sound of Sun's voice. The monkey Faunus was approaching from his left. "Where?"

The White Fang leader regarded Sun for a moment. "Tell me," he said, pointing his sword at the boy. "Does Blake make all of her classmates fight for her?"

"Nah, it's a volunteer gig," Sun said, smiling as he twirled his staff.

"And some of us aren't even her classmates!" Adam looked over his shoulder to see Neon standing behind him. She still had that arrogant smirk, spinning her nunchaku.

"I'm just saying," Sun continued. "For someone who claims to have such great friends, there doesn't seem to be a lot of people here willing to fight for you."

Then Adam looked past Neon at all his allies. Every one of them had either been forcefully subdued or had dropped to their knees with their hands raised in surrender. It also looked like there were fewer White Fang members present than when the night began, implying that some ran away. Hazel was nowhere to be seen. His revolution had crumbled.

"You can try to make me regret coming here, Adam," Blake said, regaining his attention. "But honestly? I've got more important things to deal with."

Adam took stock of his situation. He was outnumbered with no backup. No one would come to his rescue if he failed. He was the only one left on the battlefield with any drive to fight.

In other words, he had nothing to lose.

It was Sun that Adam attacked first. With a frustrated battle cry, he swung his sword down. Sun backed away and split his bo in half. He now had two sets of nunchaku, one in each hand. He spun them around, firing the pistols built into the handles and forcing Adam to go on the defensive. Even as Adam was feverishly trying to block every incoming bullet, he saw Blake charging at him from the corner of his eye. He slashed at Sun to make him back off before turning to his former ally. They dueled for a few seconds, filling the air with the sound of metal clashing against metal. But keeping track of multiple opponents was difficult, even for a fighter as skilled as Adam. It wasn't long before both Blake and Sun overwhelmed him.

Adam didn't like the current setting. He was too exposed, too out in the open. It was time for a change of scenery.

Jumping away from a swipe of Sun's staff, Adam turned and ran towards the trees in the east. No sooner had he reached the forest's border than his path was blocked with a flash of rainbow light.

"Hey, the party's not over until I say it's over, Goat Boy," Neon said, poised to fight.

Adam didn't even stop running. He did a horizontal slice with his sword and a wave of dark red energy flew at Neon. The skater jumped over the attack, but something felt off as she did so. When the sword beam passed under her, she felt a wave of heat. It gave her a strange sense of déjà vu.

She didn't think on it for long, because Adam was gone by the time she landed.

"You're not getting away!" Neon called out.

"No, wait!" But it was too late. Neon ignored Blake's warning and dashed headlong into the dark forest. Sun was about to follow until he felt a hand on his shoulder.

"Sun, not you too!" Blake begged.

"We can't let her fight him alone!" Sun protested, turning to face his friend.

"He's trying to lead us into a trap," Blake explained, looking worriedly over his shoulder. But there was no trace of the hotheaded skater girl. "If we follow, he'll just pick us off one by one."

Sun considered Blake's words for a moment. Then he shook his head. "If Neon's running into a trap, then she shouldn't go alone."

Blake was about to plead with him further, but then she sighed. She knew in her heart that Sun was right and that there was no way she could stop him. "Alright, let's go."

"No, I'll go," Sun said. He pointed to the Grand Hall. "Your teammates are still in there, and they might need your help. I've got this, alright?"

As if to prove his point, there was a huge crash from within Grand Hall, followed by the sound of more gunfire. Blake's head snapped back and forth between the building with her old friends and the woods where Adam escaped.

Blake shook her head. Sometimes Sun's stubbornness just drove her insane. Without warning, she hugged him tight. "Fine. Just please don't do anything rash."

Sun was surprised to say the least. He would've liked to stay in the embrace for the rest of the night. But he knew that the longer he delayed, the more danger Neon would be in. He withdrew from Blake and turned around, giving her a cocky grin over his shoulder. "No promises."

* * *

Neon looked around wildly, forcing herself to slow down. "I know you're out there somewhere, cutie! Quit playing hard to get!"

The woods were incredibly dark and thick. There was only room to move on the wide dirt path that she was standing on. Even with night vision, she couldn't see any sign of the bull Faunus.

Yet she couldn't shake that tingling feeling running down her spine. That distinct feeling of being watched. He was here, she knew it. She just needed to –

"Get down!"

Neon spun back the way she came and was immediately tackled to the ground by Sun. It was before they hit the ground that she saw why: Adam had dropped down from one of the trees and slashed at the air where Neon had previously been standing. Had Sun been a second too late, Adam would have ended her right then and there.

"That was too close," Sun said, looking at Adam over his shoulder.

"I'll say," Neon said. Something about her tone made Sun turn to look at her. She had her eyebrows raised and was giving him a coy smile. Then Sun realized why: he was still on top of her. He smiled nervously and quickly leapt to his feet, and Neon followed suit just as fast.

"Man, you sure do like to play rough, don't you, handsome?" Neon said to Adam.

"Stop. _Flirting with me,_" Adam demanded. The skater's advances weren't his biggest grievance at the moment, but they were certainly the most annoying.

"Relax, I'm just having fun," Neon said with a dismissive wave. "You _do _know how to have fun, right?"

"Who do you think you are?" Adam asked with exasperation.

Neon winked and gave a thumbs up. "Neon's the name and speed's my game! Don't you forget it, cutie!"

"This isn't the time or place for games," Adam said. Before Neon could get in another verbal jab, he leapt forward with his sword raised. Neon backflipped away, letting Sun dive in and lock his staff with Adam's katana.

"You're just saying that 'cause you're a sore loser," Sun said.

"Hey, I was gonna say that!" Neon protested. She bent her nunchaku, turning them red with a light _crack. _Adam kicked Sun away and got in a defensive stance. Neon's blazing nunchaku strikes were faster than most could keep track of. Adam, however, was able to block all of them with ease. Eventually, the White Fang leader decided to push back. After one last hit from Neon, he slashed his sword across her exposed stomach. Neon slid back from the force, smashing into a tree and falling to her knees. Even as she tried to ignore the pain, she realized she had felt déjà vu again. Adam's blade had been emanating a strange heat wave just before it hit her.

"You're not taking this very seriously, are you?" Adam asked. He saw movement out of the corner of his eye and quickly raised his sword to block more bullets from Sun's gunchucks.

"When it comes to fighting the White Fang," Neon said, struggling to her feet, "I take things _very _seriously."

"Why do you fight us?" Adam asked, sheathing his katana. Sun, anticipating another trap, did not charge forward when he saw his opponent apparently lowering his guard. He knew Adam could draw his blade again in the blink of an eye.

"Because you're the bad guys?" Neon suggested.

"No, that can't be the only reason," Adam insisted. "The way you talk about us suggests a deeper vendetta. There must be –"

He drew his sword again to block a kick from Neon aimed at his head. Sun blinked. He hadn't seen either of them move until the blow connected.

"You're good," Neon said, backing off. "Too good to let talking get in the way of a fight." She winked at him. "Looks like there's more to you than just good looks."

"Enough!" Adam shouted. "Why do you keep flirting with me if you hate me so much?!"

Neon rolled her eyes. "Seriously? I have to spell it out for you? I'm distracting you, dummy!"

Adam realized his mistake too late. While he was focused on Neon, Sun had sneaked up behind him. Before he could turn around, Adam felt blow after blow, too many to count. He turned around and slashed at Sun. The monkey Faunus was thrown aside by the blade as it sparked with energy. He felt Neon kick him from behind and turned around for another slash. Neon quickly ducked and tried for a leg sweep, but Adam leapt over her and cut his sword down her back. Neon cried out in pain and collapsed. She rolled over and was greeted with Adam's sheath in her face, the barrel of the gun inside pointed right between her eyes.

"I will ask you again, girl," Adam said. "Why do you hate the White Fang after all we've done for our kind?"

Neon spat at his feet. "The White Fang never did anything for me."

Sun recovered from Adam's massive attack and noticed what was happening. He tried to run to Neon's rescue only to be stopped by Adam raising his sword in his direction.

"Where do you come from, girl?" Adam asked.

"Atlas," Neon said, already seeing where he was going with this.

"Then you of all people should know how cruel humans can be to our kind," Adam said. "Humans want to force us into servitude. The White Fang seeks to free us of their oppression."

"Really?" Neon asked. Her face was suddenly overtaken with an expression of utter vitriol. "Was killing my father part of that 'freedom?!'"

* * *

Ilia sighed with relief as the fighting started to die down. They had rounded up most of the White Fang who had surrendered, and those few that wanted to fight back were unable to do so without weapons. Now all Blake had to do was finish up with her teammates within the Grand Hall and the fighting would finally be over.

She felt a tap on her shoulder. Her nerves still raw from constant fighting, she spun around with her whip sword drawn. The stranger who had approached her held his hands up to show he meant no harm. Ilia calmed down significantly when she saw the young man was not part of the Fang. In fact, he was human, though she did find it odd that he was wearing sunglasses at night. "Sorry, I'm still a little nervous from all the fighting. What do you need?"

The stranger lowered his hands. "Can you tell me where I can find a girl named Neon?"

* * *

"What are you talking about?" Adam asked. Before Neon could answer, she flipped her legs up and kicked Adam's gun away from her face. Adam pulled the trigger and shot off the branch of a nearby tree, but otherwise did no damage. He quickly pointed the gun at Neon again, but this time she was ready with her nunchaku spinning. Sun was about to attack again, but the skater held a hand up to stop him.

"His name was Luka Shiro," Neon said. "He was a Huntsman. Seven years ago, the SDC hired him to guard one of their supply trains back before they were fully automated. Your people completely overwhelmed him with sheer numbers and killed him before they derailed the train. To them he was just another human. They didn't even think about all the people in his life." She glared at Adam. "Do you? Do you ever stop to think about all the people you've killed? How many of them had families and friends? What if some of them had Faunus who loved them? Do you ever think about the people you step on to reach your 'brighter world?' No. You don't. That's what I realized back then. And that's why I'm fighting you now."

Adam regarded her for a moment. "I didn't kill your father."

"Of course not," Neon said. "You were probably… what, thirteen at the time? But something tells me that if he were alive today and you had to fight him, you wouldn't even hesitate to go for the kill."

Adam shook his head. "I see. You're letting one tragedy cloud your sight of the bigger picture." He laughed, failing to see the irony here. "Then there truly is no saving you."

"I don't want you to 'save' me," Neon said, her eyes widening with rage. "I want my dad back!"

She rushed forward, deflecting incoming bullets from Adam's gun. Sun took this as a sign to fight back again and followed suit. Adam jumped away from Sun's staff. Both Neon and Sun were moving too fast to stop themselves, and Sun hit her by mistake. Adam took advantage of the distraction and struck them both with another energy slice. They both fell to the ground and rolled away. Neon felt the pain and knew her Aura couldn't take much more of this.

Adam smiled with satisfaction. "It was a mistake for you to follow me. It will be the final mistake either of you ever make."

Sun struggled to sit up. His staff had rolled away during the confusion. "Come on, Neon, get up. We have to run."

"I'm not running," Neon said, her voice still filled with hate. "I'm not letting him get away."

Adam raised his sword, the blade crackling with dark red energy.

A loud, blaring note broke through the darkness and threw him to the ground.

The sound snapped Neon out of her rage and made her heart race. Just as she was about to get to her feet, a hand appeared to help her up.

Neon looked up into the eyes of her partner, who was on one knee and smiling softly.

"Picking fights without me?" Flynt asked teasingly.

Neon wanted to snap at him and get upset at his earlier behavior. But frankly, she was too happy to see him again to be anything but grateful. She took his hand and let him help her to her feet. Sun used a tree for support and stood up with her. Flynt rubbed his neck nervously.

"Look, I'm sorry for –"

"It's okay," Neon said with a smile. "I've already forgiven you!"

Flynt's smile returned. "You wanna help me kick this guy's ass?"

"I thought you'd never ask," Neon said. The two turned to Adam as he picked himself up.

The bull Faunus turned to the newcomer, his ears still ringing. "Just how many people plan on getting in my way tonight?"

"Try not to hit his sword too much," Neon whispered to Flynt, but loud enough that Sun could hear too. "I think he can absorb energy through it." She had finally figured out why the heat off Adam's katana had felt so familiar to her. Yang heated up the same way whenever _she _used her Semblance to absorb attacks.

"Got it," Flynt said, bringing his trumpet to a playing position.

Neon frowned as she thought things through. Now that rage wasn't clouding her mind, she could see that a head-on assault wouldn't do when fighting Adam Taurus. His reflexes were too fast, even for her. Sun and her had the best results when misdirecting him. But the longer they spent fighting, the stronger he became. She needed to hit him as hard and fast as she could.

A plan began to piece itself together in her mind.

"Don't let him move around too much," Neon said. "I have an idea."

Flynt grinned. "Ah, that strategy Icarus came up with?"

Neon nodded and slid in front of him. "Launch me!"

Flynt blew another note out of his trumpet. Using the force of the sound waves to her advantage, Neon sped forward. Adam raised his sword to strike, but to his surprise, Neon passed right by him and deeper into the forest. The only trace of her left was a quickly fading trail of rainbows.

"Some partner she turned out to be," Adam said with a sneer. "She just abandoned you in the middle of battle. Now you have to fight me alone."

"I know," Flynt said with a tip of his hat. "Sucks to be you, doesn't it?"

Adam gritted his teeth. "I'm going to enjoy killing you, _human_."

Sun retrieved his staff and spun it around. "Sup, I'm Sun."

"Flynt," the musician introduced. Without any further conversation, the fight started anew.

* * *

Neon doubled back through the forest, avoiding the area where she knew her friends were still engaged in battle with the madman. She felt bad about abandoning them like that, but she knew what she was about to do might be their only chance to beat Adam or come out of the confrontation alive at the very least. She had charged headlong into danger, greatly underestimating Adam's abilities, and now she had been forced to use her last resort.

As she dashed around Haven's campus and back into the city, carefully planning out her route, she thought about what she was about to do. In her early days in Team FNKI, her friend Icarus had been utterly fascinated with her Acceleration Semblance. With a wide smile on his face, he had kept talking about how Neon defied physics "like an angry toddler throwing a tantrum at his parents, but the toddler was whining at supersonic speeds!" (she never understood his similes and metaphors). Physics and other sciences weren't Neon's strong suit, but Icarus put in perspective just how powerful she could be if she had a better understanding.

She remembered an equation: force equals mass times acceleration. Since Neon's acceleration theoretically had no limit, she could therefore apply as much force as she wanted. In other words, the faster she moved, the harder she could hit something. Or someone. Her plan was to reach a high enough speed to the point where she could completely obliterate Adam's Aura with one blow. It wasn't a perfect plan. She knew Adam wouldn't be in the _exact _spot he had been standing just before she left. She would be coming at him so fast that she would have to react milliseconds before impact to aim her attack just right. That was why she was relying on Flynt and Sun to keep him from moving around as much as possible.

Neon broke into a nervous sweat. For all her boasting, she had rarely ever broken Mach 1 by skating. She had bragged about being the fastest thing alive, but now it was time to prove that she was more than just talk.

She took a deep breath and got into a sprinter's starting position. "Never miss a beat," she chanted. "Never miss a beat."

She closed her eyes and concentrated on moving as fast as she could. She imagined the wind rushing through her hair and the scenery becoming nothing more than a blur.

"Never miss a beat. Never miss a beat."

She couldn't see it, but she began glowing with multicolored light.

Her eyes snapped open and she took off.

* * *

Sun was fighting harder than he ever had in his life. He was jumping, flipping, spinning, performing all manner of acrobatics and his opponent was hardly phased. It would be a criminal understatement to say that Adam was a skilled swordsman. He was _ridiculously_ good. Sun didn't have to check the Aura Reader in his Scroll to know that he was barely making a dent in Adam's defenses. He took Neon's advice about Adam's Semblance and tried not to hit Taurus's blade. However, it was a bit difficult when the bull Faunus was such an aggressive opponent.

In stark contrast, Adam seemed incredibly at ease. He had taken notice of Sun deliberately avoiding striking his sword and was taking advantage of that. The monkey Faunus would always hesitate just before trying to block an incoming attack, he would try to dodge even when such an action would be awkward, and it all left him wide open.

Of course, that did nothing to help Adam fight his other opponent.

Every so often, he would get thrown off balance by a blaring note from Flynt's trumpet, leaving him wide open for Sun to strike at him. The musician would always duck behind a tree before Adam could recover enough to try shooting back. Then he would pop out from behind a different tree a few feet away and blast another note. Sun knew that he wouldn't last a minute fighting Adam alone. With Flynt backing him up, they just had a chance of surviving.

It was as he was having that thought that he slipped up. Expecting a vertical slice, he had cartwheeled to the side. But Adam had faked him out. He sliced Sun square across the chest, sending him to the ground. The monkey Faunus's Aura just barely held up, but it was clear that he was on is last legs.

Adam never got the chance to approach for a finishing blow. He was once again pushed to the side by another sound wave coming from his right. He plunged his sword into the ground, using it as leverage to stop himself from being completely blown away. But then something strange happened. With no pause after the first, the second note in the chord hit Adam from behind, followed by the third from the front, then the fourth from his left. Adam looked around wildly, his blood boiling at the possibility of a second speedster entering battle after finally being rid of the annoying skater girl. But then he frowned confusedly.

Flynt was standing in front of him. And behind him. He was also standing to his right and left. All at once.

Flynt smirked. The soloist had become a one-man Killer Quartet.

Adam leapt to his feet, ready to mince the closest Flynt clone to pieces. But before he could retaliate, the Flynts acted in unison. They all took a deep breath and blasted out the complete chord, attacking Adam from all sides.

Adam gritted his teeth, refusing to give Flynt the satisfaction of hearing him scream. Not that he could over this infernal sound. The force from the musical maelstrom made Adam feel like he was stuck in a trash compactor. His eardrums throbbed as if they were threatening to explode any second. Adam could barely hear himself think.

Fueled by sheer willpower, Adam stumbled to his feet. He wound up his sword and spun around, releasing all the kinetic energy built up from fighting Sun in one huge slash. The Flynts fell to the ground, their song echoing out into the darkness. Three of them slid across the ground and phased into the original, who was propping himself up on his elbows.

Adam walked up to him, kicking the absurdly powerful instrument away as he did so. "Show's over," he said, ears still ringing.

Flynt panicked a little. The swordsman wasn't in the right spot for Neon's plan to work. Thinking quickly, he shuffled away on his back until he was against a tree. He stifled a sigh of relief when Adam moved into a more favorable position.

"I wonder what your friend will think when she comes back and discovers your corpse," Adam said, relishing in every second that he had Flynt at his mercy.

Flynt frowned. Adam was now getting _too _close. He needed to keep him as close to the center of the path as possible. Luckily, Sun solved this problem for him.

Adam suddenly found himself stuck in a headlock. A humanoid figure glowing with a golden light had one hand around his throat and a second clutching his sword hand. A second gold figure dove to the ground and grabbed Adam's legs. Flynt looked past him to see Sun floating in the air with his legs crossed and his fists pressed together. Sweat was dripping down his face as he strained his Aura to its absolute limit.

He knew that the ploy wouldn't keep Adam still for long. Even as Flynt began to crawl away, Adam plunged his katana into the figure at his feet, then stabbed the one behind him. Both clones faded away and Sun dropped to the ground, his golden Aura flickering out.

"Enough games," Adam said. He pressed his foot into Flynt's back, forcing him to the ground. He raised his katana high above his head, the point aimed for the musician's head.

* * *

Neon dashed through the streets of Mistral, gradually making her way back up the mountain to Haven. Her speed increased with every corner she turned and every building she ran up.

"Never miss a beat, never miss a beat. Never miss a beat, never miss a beat."

The wind was rushing past her face and the scenery was becoming blurrier and blurrier. Her brain worked overtime, remembering the route she took through pure muscle memory. Were there any bystanders to see her, they would have only observed a rainbow weaving through the roads faster than any vehicle could ever achieve.

"Never miss a beat, never miss a beat. Never miss a beat, never miss a beat."

She prayed to every god she could think of that Flynt and Sun were doing alright. This would all be for nothing if she didn't get there in time. Concern for her friends drove her to accelerate at an even higher rate.

"Never miss a beat! Never miss a beat! Never! Miss! A! Beat!"

The last word was accompanied by a massive explosion of sound.

* * *

Adam was just about to plunge the katana into Flynt's head when he heard it. An echoing boom like thunder in the distance. He looked back towards where he knew Haven was. Yet there was no smoke or fire from an explosion.

"You hear that?" Flynt asked, regaining Adam's attention. "That was my partner breaking the sound barrier. And you're next."

Adam's eyes widened as he took in the full meaning of that sentence. He heard a sound like a jet engine revving up. He turned to run even deeper into the forest.

That was when Neon burst through the trees and drop kicked him.

There was a loud _crack _as Neon's feet connected with Adam's arm.

His body went flying down the path, too fast for any of them to see the telltale flash of red light that signified his Aura's depletion. Neon fell on top of Flynt, forcing him back to the ground again.

"Sorry," Neon groaned.

"Sorry?" Flynt asked. "You just saved my life! What're you apologizing for?!"

"Sorry," Neon said, giving a shaky grin, "that you can't be as awesome as I am."

Flynt smiled. If Neon was still able to boast, she must be doing alright. Still, it would be prudent to make sure.

"Are you okay?" he asked.

"Oh yeah," Neon said. She tried getting up, then fell back down immediately with a wince of pain. "Except I think I may have shattered my ankles."

Flynt shook his head, extracting himself from underneath Neon. "Icarus did warn you about the rebound."

Sun watched Flynt help Neon to her feet, supporting her weight so that she didn't have to walk. He looked down the path to where he knew Adam still was. He considered giving chase for a moment until he took stock of the situation. He had used up the last of his Aura to keep Adam in place with his clones. Neon was definitely in no shape to fight after her stunt. There was no way that Sun would let Flynt fight the crazed swordsman alone.

Sun sighed and admitted defeat. Adam had criticized Blake enough for always running away. Now he could know what it felt like.

* * *

**A/N: Sorry for the late update, but I had to be sure I got this scene right. As for whether or not I did, I'll leave that up to you guys.**

**Some might be miffed about Blake's exclusion from the final fight with Adam. But I feel like that would defeat the purpose of her talking about how she's here for Haven and not Adam if she were to go off and fight him. Plus, she had her teammates to be worried about, as I showed off here.**

**I didn't want to make the victory against Adam too easy, which was my biggest problem when writing this chapter. Neon's final attack was something I've always thought about when it comes to speedsters, how they essentially have the ability to apply way more force than most if they can reach greater speeds than most. Of course, for every action there is an equal and opposite reaction, hence Neon's injury.**

**Flynt's back! Of course he is. He's a good friend, after all.**

**The finale is fast approaching! I'm thinking there will be one or two more chapters after this one, followed by an epilogue. Thanks to everyone for sticking with this story for so long!**

**This story has hit 105 followers! You guys rock! Another huge thanks and, as always, leave a review with your thoughts and opinions.**

**Next time: Blake is reunited with the rest of her team, but there's no time for reminscing. Meanwhile, Yang descends to the Vault and has a heart-to-heart with an unexpected friend.**


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